Materiality Determination Sample Clauses
Materiality Determination. (a) Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, for purposes of the indemnification provisions in Section 7.2, any determination of whether any breach of a representation or warranty has occurred under this Agreement shall be made in strict accordance with the terms of the relevant representation or warranty, taking into account any and all “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained therein.
(b) Once a breach is determined to have occurred in accordance to Section 7.3(a), for the purpose of determining the amount of Losses resulting from such breach, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and not be given effect (as if such standard or qualification were deleted from such representation or warranty).
Materiality Determination. For the purpose of determining the amount of the Indemnifiable Loss resulting from, a breach or inaccuracy of a representation or warranty of the Company for purposes of this Article VIII, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty).
Materiality Determination. For purposes of this Article VII, any representation or warranty under this Agreement (other than the representations and warranties set forth in clause (iii) of Section 2.6 or Section 2.5(b) or Section 2.17) or pursuant to any certificate delivered in connection herewith shall be construed without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers or words of similar import contained in any such representation or warranty.
Materiality Determination. For the purpose of determining the amount of Losses resulting from a breach or inaccuracy of a representation, warranty, covenant or agreement by NMI contained herein or in any schedule, exhibit or certificate delivered under this Agreement for purposes of this ARTICLE IV, any “Knowledge” “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty); provided, however, that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a breach or inaccuracy of a representation or warranty of NMI.