Materiality Qualification Sample Clauses

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 ▇▇▇▇ ▇▇▇ ▇▇▇▇ "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 material▇▇▇ ▇▇▇ ▇▇▇ ▇▇ist.

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. 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.