Materiality Standards. Once it has been determined that there has been a breach of a representation, warranty, covenant, obligation or undertaking of this Agreement, for purposes of the measure of harm under this Article 9, the existence and extent of any inaccuracy in or breach of such representation or warranty or covenant contained in this Agreement or in any certificate or instrument delivered pursuant to the express terms hereof shall be determined by reading such representation or warranty or covenant as if all materiality standards contained in such representation or warranty (i.e., without reference to the qualifiers “material,” “materiality,” “material to the Company taken as a whole,” and “in all material respects” or similar qualifiers), had been deleted from such representation or warranty or covenant in their entirety.
Materiality Standards. For purposes of determining those Losses --------------------- arising from breaches of representations, warranties or covenants that will be considered immaterial in nature and accordingly not subject to indemnification hereunder, the Buyer and the Seller and Services have agreed to use predictable dollar thresholds as provided in this Section 9.3. Accordingly, the Buyer and the Seller and Services agree that with respect to any representation, warranty or covenant referred to in Section 9.1(i) or (ii) or 9.2(i) or (ii), if such representation, warranty or covenant contains a materiality qualification (e.g., ---- "Material Adverse Effect" "material," "materially," "material to Xxxx-Star," "in all material respects," or similar qualifiers), such materiality qualification shall be deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if the Buyer or the Seller and Services or their affiliated parties entitled to indemnification pursuant to Section 9.1 or Section 9.2 ("Indemnified Buyer Parties" and "Indemnified Seller Parties", ------------------------- -------------------------- respectively), as applicable, incurs or is alleged to have incurred Losses in excess of $2,500 in connection with the matter or event to which such representation, warranty or covenant relates.
Materiality Standards. Once it has been determined that there has been a breach of a representation, warranty or covenant for purposes of the measure of harm pursuant to this Section 16, the existence and extent of any inaccuracy in or breach of any representation or warranty or covenant contained in this Agreement or in any certificate or instrument delivered pursuant to the express terms hereof shall be determined by reading the representation or warranty or covenant that is inaccurate or breached as if all materiality standards related to such breach contained in such specific representation or warranty or covenant, as applicable, had been deleted from such representation or warranty or covenant in their entirety.
