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.
Appears in 3 contracts
Sources: Purchase Agreement (Fortress Investment Group LLC), Purchase Agreement (Walker & Dunlop, Inc.), Purchase Agreement (Walker & Dunlop, Inc.)
Materiality Qualifiers. For purposes of determining (a) the amount of any Losses arising from a breach of any representation or warranty for which an Indemnified Party is entitled to indemnification under this Article 9 VII or (but not b) whether a breach of any representation or warranty of any Indemnified Party exists for purposes of determining whether an indemnifiable breach has occurred)this Article VII, all qualifications contained in the representations and warranties contained in this Agreement that are based on materiality (including all usages of terms “material,” “Material Adverse Effectmaterial adverse effect,” or “in all material respects,” and words of similar qualifiers) will import shall be disregardeddisregarded and given no effect.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)
Materiality Qualifiers. For purposes of determining the amount of Losses Adverse Consequences arising from a breach for which an Parent Indemnified Party is Parties or Company Indemnified Parties are entitled to indemnification under this Article 9 (but not for purposes of determining whether an indemnifiable breach has occurred), Sections 9.1(a) or 9.2(a) all qualifications contained in the representations and warranties of Parent or the Company contained in this Agreement that are based on materiality (including all usages of “material,” ”, “Material Adverse Effect” or similar qualifiers) will be disregarded.
Appears in 1 contract
Materiality Qualifiers. For purposes of determining (i) the amount of Losses arising from such a breach for which an the Parent Indemnified Party is Parties or Holder Indemnified Parties are entitled to indemnification under this Article 9 Sections 10.2(a) or 10.04 or (but not for purposes of determining ii) whether an indemnifiable breach the Threshold has occurred)been exceeded, all qualifications contained in the representations and warranties of the Company or Parent contained in this Agreement that are based on materiality (including including, without limitation, all usages of “material,” ”, “Material Adverse Effect” or similar qualifiers) will be disregarded.
Appears in 1 contract
Sources: Merger Agreement (Brady Corp)