Materiality/Knowledge. Each of the representations and warranties that contains any “Material Adverse Change,” “in all material respects,” or other materiality (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification for purposes of determining the amount of Losses under this Article IX, but not for purposes of determining the accuracy of any representation or warranty. Each of the representations and warranties that contains any “Knowledge”, “to the knowledge of” or other knowledge (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification for purposes of determining whether a breach of such representation or warranty has occurred.
Materiality/Knowledge. For purposes of this Article IX only, a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to “materiality”, “Material Adverse Effect” (which instead shall be read as any adverse effect or change other than with respect to the representation and warranties contained in Section 3.7(e)(iii), and the second sentence of Section 3.8, which shall continue to be read as any Material Adverse Effect, and other than the third sentence of Section 3.7(b), the defined term “Permit” as used in the second sentence of Section 3.9(e), the first sentence of Section 3.11(a), Section 3.14(a)(ii), Section 3.16(a) and the first sentence of Section 3.19, which shall continue to be read with “materiality” and other similar language), “Knowledge” or similar language and the amount of Losses in respect of any breach of representation or warranty, including any deemed breach pursuant to this clause shall be determined without regard to any such limitation or qualification as to “materiality”, “Material Adverse Effect” (which instead shall be read as any adverse effect or change), “Knowledge” or similar language set forth in such representation or warranty.
Materiality/Knowledge. 35 Annexes ------- I Conditions to the Offer II Form of Amended and Restated Charter of the Surviving Corporation III Escrow Terms Agreement and Plan of Merger dated as of March 29, 1999 among Computer Associates International, Inc., a Delaware corporation ("Parent"), HardMetal, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and PLATINUM technology International, inc., a Delaware corporation (the "Company"). ------------------------------------------------------------------------- The parties agree as follows:
Materiality/Knowledge. When used with respect to ---------------------- the Company in this Agreement, the term "material" means material to the Company and its subsidiaries taken as a whole. Any representation in this Agreement which is expressed as made to the Company's knowledge means the knowledge, after reasonable investigation, of the following individuals: Xxxxxx X. Xxxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx and Xxx Xxxxxxx. The parties hereto have caused this Agreement to be signed by their respective authorized officers as of the date first written above. Computer Associates International, Inc. By: /s/ XXXXXXX X. XXXXXX ------------------------------- Name: Xxxxxxx X. XxXxxx Title: Senior Vice President HardMetal, Inc. By: /s/ XXXXXX X. XXXXXX ------------------------------- Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary PLATINUM technology International, inc. By: /s/ XXXXXX X. XXXXXXXXXX ------------------------------- Name: Xxxxxx X. Xxxxxxxxxx Title: President, Chief Executive Officer and Chairman of the Board ANNEX I Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Subsidiary's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer)) to pay for any Shares, if by the expiration of the Offer (as it may be extended in accordance with the requirements of Section 1.1), the Minimum Condition shall not have been satisfied or at any time on or after March 29, 1999 and prior to the acceptance for payment of Shares pursuant to the Offer, any of the following conditions exist:
Materiality/Knowledge. For purposes of determining the amount of any Losses under this Article IX (but not for purposes of determining whether a breach of any representation or warranty has occurred) each of the representations and warranties that contains any “Material Adverse Change,” “in all material respects,” or other materiality (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification; provided that the foregoing shall not apply and the representations and warranties contained in Sections 4.8(a) and the second sentence of Section 4.28 shall be limited by the applicable materiality qualifiers. Each of the representations and warranties that contains any “Knowledge”, “to the knowledge of” or other knowledge (or correlative meaning) qualification shall be deemed to have been given as though there were no such qualification for purposes of determining whether a breach of such representation or warranty has occurred.
Materiality/Knowledge. The materiality standard used in the standard form is defined by reference to the Business taken as a whole. xiv Seller’s frequently attempt to qualify certain representations by providing that such representations are made “to their knowledge.” The effect of a knowledge limitation is generally to limit Seller’s’ responsibility to actual fraud, i.e., where it knew a representation was false and failed to disclose this. Such a limitation should be unacceptable to the Buyer as it largely eliminates the risk-allocation function of the representations. Where the Buyer chooses to accept such a qualification, its effect can be limited by specifying the procedures used by Seller to confirm the accuracy of the representations. The following is an example:
