Materiality Qualifications Sample Clauses
A Materiality Qualifications clause sets thresholds or standards for determining when a breach or inaccuracy in representations, warranties, or covenants is significant enough to have legal consequences. In practice, this means that only breaches or inaccuracies deemed "material"—that is, important enough to affect the overall deal or the parties' decisions—will trigger remedies such as indemnification or termination rights. This clause helps prevent minor or trivial issues from escalating into legal disputes, ensuring that only substantial matters impact the parties' obligations and risk allocation.
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Materiality Qualifications. Notwithstanding anything to the contrary contained herein, from and after the Closing, solely for purposes of the indemnification obligations set forth in Section 9.02(a)(i) and Section 9.02(b)(i), for purposes of determining (i) whether a breach of a representation or warranty exists for purposes of such Sections, and (ii) the amount of Losses arising from such a breach for which the Buyers Indemnified Parties or the Sellers Indemnified Parties are entitled to indemnification under such Sections, each applicable representation and warranty contained in this Agreement shall be read without giving effect to any qualification that is based on materiality, including the words “material”, “Material Adverse Effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and shall be treated as if such words were deleted from such representation or warranty).
Materiality Qualifications. For purposes of calculating the amount of Losses under this Article VII (but not for purposes of determining whether a representation or warranty has been breached), each representation and warranty under Articles III, IV and V will be read without regard and without giving effect to the term "material," "materiality," "Material Adverse Effect" as if such word or phrase were deleted from such representation and warranty.
Materiality Qualifications. For purposes of calculating the amount of Damages to which the Buyer Indemnified Persons and Seller Indemnified Persons are entitled under this Article VIII and for purposes of determining whether a representation or warranty has been breached, the terms “material,” “materiality,” and “Material Adverse Effect” will be disregarded.
Materiality Qualifications. Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty set forth in Article IV or the Closing Certificate and (ii) the amount of Losses for which any Buyer Indemnified Party may be entitled to indemnification under this Article XI, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect).
Materiality Qualifications. For purposes of this Article VI, all materiality qualifications contained in the representations and warranties of Parent set forth in Article III (however they may be phrased and including the term “Material Adverse Effect”) shall be ignored and not given any effect for purposes of (i) determining whether a breach of, inaccuracy in or non-fulfillment of such representation and warranty (except Section 3.13) has occurred or (ii) determining the amount of Losses arising out of or relating to such breach.
Materiality Qualifications. Notwithstanding any provision of this Agreement to the contrary, all references in this Agreement and the Schedules hereto to “material,” “material respects” and “Material Adverse Effect” (and similar materiality qualifications) shall be disregarded for purposes of determining the amount of any Loss that is the subject of indemnification hereunder and for purposes of whether there has been a breach of, or inaccuracy in, any representation or warranty in this Agreement.
Materiality Qualifications. Notwithstanding anything to the contrary in this Agreement other than Section 3.23, for purposes of the indemnification provisions in this Article X, the determination of (i) whether any representation or warranty has been breached, and (ii) the amount of any Losses with respect to any such breach, shall be made without giving effect to any “Material Adverse Effect” qualification or any materiality qualification contained in the representations or warranties herein.
Materiality Qualifications. For purposes of calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. Exhibit 2.1 - Asset Sale Agreement Page 55
Materiality Qualifications. For purposes of determining the right of an Indemnified Party to be defended, indemnified or held harmless hereunder with respect to a breach of any representation or warranty pursuant to Section 8.1(i) (including for purposes of determining whether the Threshold Amount has been exceeded), each such representation and warranty shall be read without regard and without giving effect to any materiality qualification or Material Adverse Effect qualification contained in such representation and warranty.
Materiality Qualifications. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether a breach of or inaccuracy in a representation or warranty exists for purposes of this Agreement, and (b) the amount of Losses arising from such a breach or inaccuracy for which the Parent Indemnified Parties or the Stockholder Indemnified Parties are entitled to indemnification under this Agreement, each representation and warranty contained in this Agreement shall be read without giving effect to any qualification that is based on materiality, including the words “material”, “material adverse effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and shall be treated as if such words were deleted from each such representation or warranty).