Materiality Qualification Sample Clauses

Materiality Qualification. 62 (f) Claims................................................................ 62 (g)
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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.
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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.
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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.
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Related to Materiality Qualification

  • Materiality The Company and the Stockholders hereby agree that this covenant is a material and substantial part of this transaction.

  • 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 At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.

  • 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.

  • 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.