Common use of Materiality Scrape Clause in Contracts

Materiality Scrape. Notwithstanding anything to the contrary in this Agreement, for purposes of determining under this ARTICLE 8 whether there has been a breach of or inaccuracy in any representation or warranty and the amount of Losses resulting from any breach or inaccuracy of any such representation or warranty, all qualifications or limitations as to “material” or “materiality” or “Material Adverse Effect” set forth therein shall be disregarded.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (SPS Commerce Inc)

Materiality Scrape. Notwithstanding anything to For purposes of this Article 8 the contrary existence of any inaccuracy or breach of any representation or warranty contained in this Agreement, for purposes of determining under this ARTICLE 8 whether there has been a breach of or inaccuracy in any representation or warranty and the amount of Losses resulting from related thereto, shall be determined without regard to any breach or inaccuracy of any such representation or warranty, all qualifications or limitations as to “material” or therein referencing the terms “materiality” or and “Material Adverse Effect,set forth therein shall be disregardedbut with regard and after giving effect to any references to “Seller’s Knowledge” or similar knowledge qualifications.

Appears in 1 contract

Sources: Asset Purchase Agreement (Spartan Motors Inc)

Materiality Scrape. Notwithstanding anything to the contrary in this Agreement, for For purposes of determining under this ARTICLE 8 whether there has been a 8, any inaccuracy in or breach of or inaccuracy in any representation or warranty and warranty, including the amount of Losses resulting from any breach or inaccuracy calculation of any Losses arising therefrom shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, all qualifications or limitations as other than with respect to “material” or “materiality” or “Section 3.08(a) and the terms Material Adverse Effect” set forth therein shall be disregardedCompany IP Agreement, Material Contract, Material Customer and Material Supplier.

Appears in 1 contract

Sources: Arrangement Agreement (Generac Holdings Inc.)