Common use of Materiality Standards Clause in Contracts

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 ▇▇▇▇-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. 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 ▇▇▇▇-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.