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Schedules and Exhibits

The Schedules and Exhibits clause explicitly states that attached schedules and exhibits are part of the agreement.

Schedules and Exhibits The exhibits and schedules referred to in this Agreement will be deemed to be a part of this Agreement.
Agreement and Plan of Merger by and among MMAX MEDIA, INC., HYPERLOCAL MARKETING LLC, and HLM PAYMEON, INC., February 17, 2011

1.1 Example 1

The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

1.2 Example 2

The recitals, Annexes, Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. Each disclosure in a Schedule referred to in this Agreement shall be deemed to qualify all representations and warranties of the party making such disclosure, notwithstanding the absence of a specific cross-reference, except to the extent that its applicability to a particular representation, warranty, agreement or condition is not reasonably apparent from the disclosure thereof.

1.3 Example 3

The Schedules to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are an integral part of this Agreement. Matters set forth in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the schedules. Such additional matters are set forth for informational purposes, and the Schedules do not necessarily include other matters of a similar nature. Nothing in this Agreement or in the Schedules constitutes an admission that any information disclosed, set forth or incorporated by reference in the Schedules or this Agreement is material, constitutes a Material Adverse Effect or is otherwise required by the terms of this Agreement to be so disclosed, set forth or incorporated by reference. All information and disclosures contained in the Schedules are made as of the date of this Agreement and their accuracy is confirmed only as of such date and not at any time thereafter. Matters disclosed pursuant to any section of this Agreement are deemed to be disclosed with respect to all sections of this Agreement and the Schedules to the extent this Agreement requires such disclosure; provided that it is clear by appropriate cross-references that a given disclosure is applicable to such other Schedules, sections and paragraphs. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

2. Discussion

2.1 Redundant

The clause attempts to make it clear what documents are part of the agreement and is likely included for purposes of additional assurance. However, "[a]ny exhibit or schedule attached to a contract would necessarily be referred to in the body of the contract. That reference by itself is all that's required to make the exhibit or schedule part of the agreement." Adams Drafting.

2.2 Duplicative

The language is often incorporated into the Entire Agreement clause. It is not hard to find examples of agreements that include both a Schedules and Exhibits clause and an Entire Agreement clause. (Merger Agreement, dated February 4, 2011).

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