Materiality Qualifications definition

Materiality Qualifications means, with respect to the representations, warranties, covenants and agreements of any party, all qualifications or exceptions contained therein based on materiality (including any qualifications related to the presence or absence of a Material Adverse Effect) and all usages of “material,” “in all material respects,” “in any material respect,” “would not be material,” “would not reasonably be expected to be material” or similar qualifiers.
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Materiality Qualifications means all references to the terms “material” (and variations thereof) and the term “Material Adverse Effect” included in the representations and warranties set forth in Article V and Article VI (other than such references included in Section 5.6, clause (ii) of Section 5.7(a), Section 5.12(c) and Section 5.13).
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Materiality Qualifications means, with respect to the representations, warranties, covenants and agreements of any Party, all qualifications or exceptions contained therein based on materiality (including any qualification related to the presence or absence of a Material Adverse Effect) and all usages of “material,” “in all material respects,” “in any material respect,” “would not be material,” “would not reasonably be expected to be material” or similar qualifiers.
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Examples of Materiality Qualifications in a sentence

  • Notwithstanding any such qualification, it is the intention of the parties that the only purpose of the Materiality Qualifications and the Knowledge Qualifications is to determine whether the representations and warranties contained in this Agreement are true and correct for purposes of the parties' condition to consummate the transactions contemplated at the Closing.

  • The exceptions and qualifications to the representations and warranties in this Article 3 which are based upon such exceptions and qualifications not being "material" or being "in all material respects," or not having or would or could not reasonably be expected to result in a Company Material Adverse Effect, or any similar exception or qualification, have not and will not, individually or in the aggregate, have a Company Material Adverse effect (collectively, "Materiality Qualifications").

  • For purposes of this Article X, the amount of a Loss for which a Buyer Indemnified Person is entitled to indemnification shall be determined, in each case, as if no Materiality Qualifications were included in any representation or warranty in Article V or Article VI or any Letter of Transmittal or any statement contained in any certificate required to be delivered pursuant to this Agreement.

  • Each Fundamental Representation of the Purchaser and the Guarantors contained in this Agreement shall be true and correct (without giving effect to any Materiality Qualifications contained therein) in all material respects as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct in all material respects as of such other time).

  • In this ARTICLE VII, for the purposes of calculating the amount of Losses directly caused thereby, all Materiality Qualifications contained in such representations and warranties or such certificates shall be disregarded.

  • Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in this Agreement by the Company or any Principal Stockholder or a certificate given pursuant to Section 7.2.1, each such representation or warranty shall read as if (x) made by such Buyer Indemnifying Party, and (y) all Materiality Qualifications contained in any such representation or warranty shall be ignored.

  • In this Article VI, for purposes calculating the amount of Losses directly caused by a breach of a representation or warranty, all Materiality Qualifications contained in such representations and warranties or such certificates shall be disregarded other than (i) the Material Qualifications set forth in the Sections 3.6, 3.12(a) (and the definition of “Company Contract” contained therein), and 3.32.

  • Notwithstanding anything herein to the contrary, in determining (a) if there is a misrepresentation or inaccuracy in, or a breach of, any Seller Rep and (b) the amount of related Losses, (ii) each Seller Rep shall read as if made by such Indemnifying Party and (ii) all Materiality Qualifications contained in any such Seller Rep shall be ignored.

  • Each Fundamental Representation of the Seller and the Guarantors contained in this Agreement shall be true and correct (without giving effect to any Materiality Qualifications contained therein) in all material respects as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct in all material respects as of such other time).

  • Each Fundamental Representation of the Seller contained in this Agreement shall be true and correct (without giving effect to any Materiality Qualifications contained therein) in all material respects as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct in all material respects as of such other time).


More Definitions of Materiality Qualifications

Materiality Qualifications means any “material,” “materially”, “in all material respects”, “Material Adverse Effect” and similar qualifications contained in any representations and warranties under this Agreement, the Company Disclosure Letter or any other certificate, document, writing or instrument delivered by or on behalf of the Company pursuant to this Agreement.
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Materiality Qualifications means that references to "material" and words of similar import shall, for such purpose, be considered to have been deleted from the text herein and that references to exclusions or other qualifications for items that would not, individually or in the aggregate, have or cause a Company Material Adverse Effect or phrases of similar import shall, for such purposes, be considered to have been deleted from the text herein.
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Related to Materiality Qualifications

  • materiality means the point at which the net asset value of the Share class is impacted to the extent described in Section 2.04(a)(iii) below;

  • Minimum Qualifications means the requirements of education, training, experience and other basic qualifications for a job.

  • Statement of Qualifications means a written statement submitted to a procurement unit in response to a request for statement of qualifications.

  • Request for Qualifications means all materials and

  • Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.