Materiality Scrape. For the purposes of determining whether a breach of representation or warranty has occurred for the purposes of Section 8.1(a) and calculating the amount of Damages payable by an Indemnifying Party pursuant to this Article 8, any qualification as to materiality or Material Adverse Effect (or any other similar qualification or standard) contained in the applicable representation, warranty, covenant or agreement at issue shall be disregarded (it being understood that the word “Material” in the defined terms “Material Contract(s)”, “Material Customer Contract(s)” and “Material Vendor Contract(s)” and the qualification as to “Material Adverse Effect” contained in Sections 3.21(a) and (b) shall in each case not be disregarded for any of such purposes).
Appears in 2 contracts
Sources: Master Acquisition Agreement (Open Text Corp), Bill of Sale