Materiality Limitation Clause Samples

Materiality Limitation. Buyer shall not be entitled to any right or remedy for any inaccuracy in or breach of any representation, warranty or covenant under this Agreement or any conveyance document unless the amount of damages proximately caused thereby exceeds the following: (A) the aggregate measure of such claims with respect to a Property exceeds 1% of the Allocated Price for such Property, and (B) the aggregate measure of such claims with respect to all of the Properties exceeds 1% of the Consideration (the "Threshold"). Transferors' aggregate liability for claims arising out of all Transferors' breaches shall not, in the aggregate, exceed an amount equal to three percent (3%) of the aggregate Consideration for all of the Properties.

Materiality Limitation. Notwithstanding anything contained herein or elsewhere to the contrary, all “material” or similar materiality type qualifications, and all qualifications contained in the representations and warranties set forth in this Agreement referencing a “Material Adverse Change”, shall be ignored, disregarded and not given any effect for the indemnification provisions of this Section 11.1, for purposes of (i) determining whether or not a breach of a representation or warranty has occurred other than for Fundamental Representation and Warranties and Section 3.3 (Financial Statements), and (ii) determining the amount of any Losses incurred with respect to the indemnification provisions hereof; provided, however, that the disregarding of such qualifications and exceptions shall not apply to the representations and warranties, or otherwise affect, the definitions of “Material Adverse Change”, principles of materiality under GAAP as applicable to Section 3.3 and the material qualification for material contracts of Seller or Parent that are material in the Business as set forth in Section 3.11(a).

Materiality Limitation. Except as provided under ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ shall not be entitled to any right or remedy for any inaccuracy in or breach of any representation, warranty or covenant under this Agreement or any conveyance document unless the amount of damages proximately caused thereby exceeds the amount of Material Damage.