Certain Qualifications Clause Samples
The 'Certain Qualifications' clause serves to limit or clarify the scope of representations, warranties, or obligations within a contract. It typically works by specifying exceptions, materiality thresholds, or knowledge qualifiers that apply to the parties' statements or duties. For example, a party's obligation may only apply to matters within its actual knowledge or may exclude minor or immaterial breaches. This clause's core function is to prevent overly broad or unrealistic expectations, ensuring that parties are only held accountable for significant or known issues, thereby allocating risk more fairly.
Certain Qualifications. We wish to note that the existing reported decisional authority is not conclusive as to the relative weight to be accorded to the factors present in the Conveyance and does not provide consistently applied general principles or guidelines with which to analyze all of the factors present in the Conveyance. Instead, judicial decisions in this area are usually made on the basis of an analysis of the facts and circumstances of the particular case. Furthermore, there are facts and circumstances present in the Conveyance which we believe to be relevant to our conclusion but which, because of the particular facts at issue in the reported cases, are not generally discussed in the reported cases as being material factors. Moreover, the authorities we have examined include certain cases and authorities that are arguably inconsistent with our conclusions expressed herein. These cases and authorities are, however, in our opinion, distinguishable in the context of the Conveyance. Consistent with our statement on page 1 hereof that we express no opinion as to any matter other than the matters specifically addressed herein, in the event the Depositor was to become a debtor under the Bankruptcy Code and it was asserted that the beneficial interest in and legal title to the Financed Student Loans was part of the estate of the Depositor, we express no opinion as to how long the Trust would be denied possession of the Financed Student Loans or collections of the Financed Student Loans in the possession of the Depositor before the validity of such an assertion could be finally decided. We also express no opinion as to the availability or effect of a preliminary injunction, temporary restraining order or other such temporary relief affording delay pending a determination on the merits. By such reservation, however, we do not imply that we have undertaken any analysis to determine whether any such equitable relief would ultimately be available to prevent enforcement of the Conveyance. The foregoing analysis and are premised upon, and limited to, the law and the structure of the proposed Conveyance in effect as of the date of this letter. Furthermore, we note that a court's decision regarding matters upon which we opine herein is based on the court's own analysis and interpretation of the factual evidence before the court and of applicable legal principles. A court could reach conclusions different from those set forth herein. We note that legal opinions on bankruptcy law matter...
Certain Qualifications. The Material Adverse Effect and other materiality (or correlative meaning) qualifications included in the representations, warranties, covenants and agreements contained herein shall have no effect on any provisions in this Article IX concerning the indemnities of the Company with respect to such representations, warranties, covenants and agreements, each of which shall be read as though there were no Material Adverse Effect or other materiality qualification for purposes of such indemnities. All knowledge qualifications included in the representations, warranties, covenants and agreements contained herein shall have no effect on any provisions of this Article IX concerning the indemnities of the Company with respect to such representations, warranties, covenants and agreements, each of which shall be read as though there were no such knowledge qualifications for purposes of such indemnities.
Certain Qualifications. The Material Adverse Effect and other materiality (or correlative meaning) qualifications included in the representations, warranties, covenants and agreements contained herein shall have no effect on any provisions in this ARTICLE VII concerning the indemnities of the Company or the Purchasers with respect to such representations, warranties, covenants and agreements, each of which representations, warranties, covenants and agreements shall be read as though there were no Material Adverse Effect or other materiality qualification for purposes of such indemnities. All knowledge qualifications included in the representations, warranties, covenants and agreements contained herein with respect to DonTech or its business, operations, assets, financial condition, liabilities or agreements shall have no effect on any provisions of this Article VII concerning the indemnities of the Company with respect to such representations, warranties, covenants and agreements, each of which shall be read as though there were no such knowledge qualifications for purposes of such indemnities.
Certain Qualifications. Notwithstanding the foregoing, the obligations in Section 9.1 (a) and (b) above may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC within the applicable time periods required by applicable law and regulations, (B) the consolidated financial statements of the Borrower and its Subsidiaries, or (C) the financials of Ultimate Parent; provided that (i) to the extent such information relates to a parent company of the Borrower, including Ultimate Parent (unless such parent company is a predecessor of the Borrower for the applicable reporting period), such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on 91 the other hand (including an audited annual or unaudited quarterly, as applicable, reconciliation for the Borrower and its Subsidiaries), and (ii) to the extent such information referred to in clauses (A), (B) or (C) above is in lieu of information required to be provided under Section 9.1(b) above, such materials are accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness) or (2) any actual or prospective breach of any financial covenant contained in any Indebtedness permitted hereunder (including the financial covenants under Section 11.15)) on which such opinion is based of independent public accountants of recognized national standing, which opinion shall state that such annual financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances.
Certain Qualifications. 39 Section 7.05. Indemnification Procedures........................................................40
Certain Qualifications. If for any reason at any time (i) the Contribution, the ISI Merger and/or the Distribution shall cease or fail to qualify as tax-free "reorganizations" under Section 368(a)(1)(D) of the Code or otherwise fail to qualify for non-recognition treatment under the Code or applicable state law or otherwise; or (ii) the Distribution shall cease or fail to qualify as a tax-free transaction described in Section 355 of the Code or applicable state law or otherwise; or (iii) any Borrower or any Subsidiary of any Borrower shall incur any material and adverse tax consequences or liabilities due to deferred intercompany gains and excess loss accounts, if any, as a result of the Distribution or the transactions undertaken in connection therewith or otherwise. and
Certain Qualifications. In respect of the condition set forth in Section 5.01(b) that the representations and warranties set forth in Article IV shall be true and correct as of the date of each Credit Event, the Agents and Lenders will not 77 72 claim that such condition is not satisfied with respect to the representation in Section 4.06 as a result of a material adverse change in the "financial condition" and "results of operations" of the Borrower and its subsidiaries (as such terms are used in the definition of "Company Material Adverse Effect" in the Merger Agreement and applied in Section 2.4(c) of Amendment No. 1 thereto) unless Holdings would be able to claim such a material adverse change for the same period pursuant to Section 2.4(c) of Amendment No. 1 to the Merger Agreement; provided, however, that this understanding shall not have any application after the Closing Date and this understanding shall not prohibit (a) a claim that the Borrower has breached any representation regarding the absence of a material adverse change or (b) a claim by the Agents or the Lenders that any other condition to the initial Borrowing under this Agreement has not been satisfied, in the case of (a) and (b) with respect to events, changes, effects or developments affecting (i) the results of operations of the Borrower and its subsidiaries for the periods following the period described in the Closing Forecast (as defined in the Merger Agreement), (ii) the financial condition of the Borrower and its subsidiaries, or (iii) the business, properties, assets or prospects of the Borrower and its subsidiaries (in each case referred to in clauses (i) and (ii) and in the case of prospects, other than events, changes, effects or developments (including, without limitation, trends in the "results of operations" of the Borrower and its subsidiaries) directly resulting from, or directly relating to, results of operations of the Borrower and its subsidiaries for the period described in the Closing Forecast) .
Certain Qualifications. 38 12.10 Exclusive Remedy.........................................................................39
Certain Qualifications. 4.1 Ownership of Subscriber Content. Subscriber retains exclusive ownership of Subscriber Content, including any modifications, enhancements and improvements thereto, including
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Certain Qualifications. 42 Section 9.04. Limitations on Indemnification........................ 42 ARTICLE X FEES, Expenses and costs..................................... 43 Section 10.01. Reimbursement........................................ 43 ARTICLE XI TERMINATION................................................. 44