Materiality Qualifiers Sample Clauses
A materiality qualifier is a contractual provision that limits certain obligations or representations to matters that are significant or important, rather than minor or trivial. In practice, this means that a party is only responsible for breaches or disclosures that are considered material, such as a misstatement that would influence a reasonable party’s decision to enter into the contract. The core function of a materiality qualifier is to prevent parties from being held liable for insignificant issues, thereby focusing attention and potential liability on matters that truly impact the agreement.
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Materiality Qualifiers. For purposes of determining the amount of Losses arising from a breach for which an Indemnified Party is entitled to indemnification under this Article 9 (but not for purposes of determining whether an indemnifiable breach has occurred), all qualifications contained in the representations and warranties contained in this Agreement that are based on materiality (including all usages of “material,” “Material Adverse Effect” or similar qualifiers) will be disregarded.
Materiality Qualifiers. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether a breach of a representation or warranty exists for purposes of this Agreement, (b) the amount of Losses arising from such a breach for which the Purchaser Indemnified Parties or the Seller Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Per Claim Threshold or the Indemnification Deductible has been exceeded, 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 Change”, “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 Qualifiers. For purposes of (i) determining the amount of Damages arising out of, relating to or resulting from any breach of or inaccuracy in any representation or warranty in Section 3.1 or Section 3.2, and (ii) determining whether a breach of any representation or warranty in Section 3.1 or Section 3.2 has occurred, all Materiality Qualifiers in such representation or warranty will be disregarded and each such representation and warranty will be read and interpreted without regard to any Materiality Qualifier.
Materiality Qualifiers. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether a breach of a representation or warranty exists for purposes of this Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto, (b) the amount of Losses arising from such a breach for which Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Basket Amount has been exceeded, each such representation and warranty will 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 will be treated as if such words were deleted from such representation or warranty).
Materiality Qualifiers. For purposes of determining whether there has been a breach of any Party’s representations and warranties herein for which the other Party hereto or any other indemnified Person is entitled to indemnification hereunder and the Losses resulting therefrom, any materiality qualifiers (including any Material Adverse Effect) contained in such Party’s representations or warranties shall be disregarded.
Materiality Qualifiers. For purposes of calculating the amount of any Damages pursuant to ARTICLE VII or ARTICLE VIII, incurred, arising out of or related to the failure of any representations or warranties to be true and correct or the breach of any covenants and agreements, references to “Material Adverse Effect” or other materiality qualifiers (or correlative terms) shall be disregarded.
Materiality Qualifiers. The parties hereto acknowledge and agree that certain representations and warranties contained in Articles IV, Article V, and Article VI are qualified by references to materiality, material respects, and the like, or by matters having or not having a Material Adverse Effect (collectively, “Materiality Qualifiers”). For purposes of determining whether there has been a breach of any representation or warranty in this Agreement, including the Schedules and Exhibits hereto, or in any certificate furnished in connection with this Agreement, and the amount of damages incurred as a result of any breach, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed and the amount of damages calculated without regard to any Materiality Qualifiers therein contained except in the case of the definition of “Material Agreement.”
Materiality Qualifiers. Notwithstanding anything to the contrary contained in this Article 3, for the purposes of the indemnification obligations of the Parties pursuant to this Article 3, all of the representations and warranties set forth in this Agreement or any certificate or schedule related hereto shall be read without giving effect to any materiality, Material Adverse Effect or qualification with a similar meaning contained or incorporated directly or indirectly in such representation or warranty for purposes of determining whether a breach of any such representation or warranty has occurred and the amount of the Claims resulting from, arising out of, or relating to any such breach of representation or warranty.
Materiality Qualifiers. For purposes of this Article 8, for the specific purpose of determining the amount of Losses resulting from, directly or indirectly, a breach of a representation or warranty in this Agreement, but specifically not for purposes of determining whether a breach occurred, all Materiality Qualifiers will be ignored and each such representation and warranty will be read and interpreted without regard to any Materiality Qualifier.
Materiality Qualifiers. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether a breach of a representation or warranty exists for purposes of this Agreement and (b) the amount of Losses arising from such a breach for which the Indemnified Parties are entitled to indemnification under this Agreement, each such representation and warranty 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).