Materiality Qualification Sample Clauses

Materiality Qualification. 62 (f) Claims................................................................ 62 (g)
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Materiality Qualification. For purposes of this ARTICLE IX, as to any representation or warranty, covenant, obligation or undertaking herein that contains a Materiality Qualification, such Materiality Qualification shall be disregarded for purposes of determining the amount of Loss and/or Expense incurred by Buyer or Seller, as applicable.
Materiality Qualification. For purposes of this Section 10.1, Losses and Expenses arising out of, or resulting from, breaches of (i) any Hercules Surviving Representations or (ii) the Purchaser Surviving Representations set forth in Sections 6.1(g) and 6.1(i) shall, in each case, be determined as if references in the relevant representation or warranty to a "Company Material Adverse Effect" or a "Purchaser Material Adverse Effect", as the case may be, were to an adverse effect representing an amount in excess of US$500,000, and as if references in the relevant representation or warranty to the word "material" were to an amount in excess of US$500,000; provided that, for the avoidance of doubt, all such representations and warranties shall continue to be qualified by reference to any items (other than materiality) included in any corresponding section of the relevant Disclosure Schedule.
Materiality Qualification. Certain representations and warranties of the Seller and the Shareholders contained in this agreement refer to a "Seller Material Adverse Effect" and/or otherwise quality a statement with the word "material" or a variant thereof and certain representations and warranties of the Buyer Group refer to a "Buyer Group Material Adverse Effect" and/or otherwise qualify a statement xxxx xxx xxxx "material" or a variant thereof. In determining whether there has been a breach of any representations and warranties in this agreement or the Transaction Documents for purposes of measuring Damages of any Buyer Group Indemnitee or Seller Group Indemnitee, as the case may be, all of such representations and warranties shall be read as if the qualification of "Seller Material Adverse Effect" and "Buyer Group Material Adverse Effect" or other qualification as to materialxxx xxx xxx xxist.

Related to Materiality Qualification

  • IRO Qualifications The IRO shall:

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Required Qualifications Not Applicable

  • Enumeration; Qualification The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust also may have such agents as the Trustees from time to time may in their discretion appoint. An officer may be but need not be a Trustee or shareholder. Any two or more offices may be held by the same person.

  • Vendor Qualifications Minimum Qualifications Based on the Contractor’s submission, OGS has determined that Contractor met the minimum qualifications for the lot(s) as identified in Appendix G, Contractor and OGS Information. If Contractor is awarded Lot 1 as a New York State Certified Minority- or Women- Owned Business Enterprise or as a New York State Small Business, Contractor agrees that it must retain at least one of such statuses to retain its Lot 1 award. Should a Contractor no longer retain at least one of such statuses, OGS shall suspend its Lot 1 award and the Contractor shall not be able to respond to Authorized User’s requests. If the Contractor fails to regain at least one of the statuses within 90 calendar days and provide OGS with documentation of such status, then its Lot 1 award shall be terminated. Any transaction awarded prior to Contractor’s loss of such statuses may continue until completion, unless otherwise terminated in accordance with this Contract. Lot 1– For projects up to $200,000 total Eligibility for this Lot is limited to the following:  Contractor is a New York State Certified Minority- or Women-Owned Business Enterprise; or  Contractor meets the definition of a New York State Small Business which is as follows: o A business which is resident in New York State, independently owned and operated, not dominant in its field and employs one hundred or less persons (see State Finance Law section 160(8)).

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • Arbitrator Qualifications and Powers Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of California or a neutral retired judge of the state or federal judiciary of California, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of California and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2.

  • Staff Qualifications a) CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 5 of the California Code of Regulations sections 3064 and 3065.

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