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).

Materiality Qualifications means, with respect to the representations and warranties of any party or parties, all qualifications or exceptions contained therein relating to materiality or Material Adverse Effect.

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.
Each Fundamental Representation of the Sellers contained in this Agreement shall (in each case disregarding any Materiality Qualifications contained therein so that such representation is construed as if such qualifications were not present) be true and correct in all material respects.
For the avoidance of doubt, the disregarding of Materiality Qualifications pursuant to the preceding sentence shall only relate to the determination of the amount of Loss, not to whether there was a breach of such representation, warranty or statement.
Each Fundamental Representation of the Purchaser 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 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 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.
For purposes of determining the amount of Losses resulting from the breach or inaccuracy of any representation or warranty for purposes of this Section 7.2 and for purposes of determining the existence of any such breach or inaccuracy, all references in Article 3 or Article 4 to “material,” “materially,” “materiality,” or “Material Adverse Effect,” other than the Excluded Materiality Qualifications, will be disregarded.
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 Parent and the Purchaser contained in this Agreement shall (in each case disregarding any Materiality Qualifications contained therein so that such representation is construed as if such qualifications were not present) be true and correct in all material respects.
Notwithstanding the foregoing, any Materiality Qualifications that are included in the Financial Statements (including the footnotes therein) or the applicability and application of GAAP shall not be subject to this subsection (b).

More Definitions of Materiality Qualifications

Materiality Qualifications means any “material”, “materially”, or “in all material respects”, “Company Material Adverse Effect” and similar qualifications contained in any representations and warranties under this Agreement, the Disclosure Schedule, or any other certificate, document, writing or instrument delivered by or on behalf of the Company or DFJ pursuant to this Agreement.

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.

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.

Materiality Qualifications has the meaning set forth in Section 9.4(a).