Materiality Qualifications. For purposes of calculating the amount of Damages to which the Buyer Indemnified Persons and Seller Indemnified Persons are entitled under this Article VIII (but not for purposes of determining whether a representation or warranty has been breached), the terms "material," "materiality," and "Material Adverse Effect" will be disregarded.
Materiality Qualifications. For purposes of this Article VI, all materiality qualifications contained in the representations and warranties of Parent set forth in Article III (however they may be phrased and including the term “Material Adverse Effect”) shall be ignored and not given any effect for purposes of (i) determining whether a breach of, inaccuracy in or non-fulfillment of such representation and warranty (except Section 3.13) has occurred or (ii) determining the amount of Losses arising out of or relating to such breach.
Materiality Qualifications. Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty set forth in Article IV or the Closing Certificate and (ii) the amount of Losses for which any Buyer Indemnified Party may be entitled to indemnification under this Article XI, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect).
Materiality Qualifications. The representations in the Model JV Agreement generally do not contain materiality qualifications. Rather, the issue of materiality is addressed in the remedies sections. The attachments to Section 2.6 (Closing Conditions and Termination) specify that only material breaches of representations give the non-breaching joint venturer a ‘‘walk right.’’ Those attachments also take an approach that avoids a ‘‘doubled’’ walk right for the few representations that contain their own materiality qualification. The indemnification provisions replace a general and open-ended materiality qualification with a carefully quantified ‘‘deductible’’ in Section 14.5 that exonerates the breaching joint venturer from liability for breaches resulting in damages below a specified amount. Alternatively, the non-breaching joint venturer could acquiesce to some materiality qualifications but eliminate or reduce the ‘‘deductible’’ to prevent ‘‘double-dipping.’’ In the joint venture context, it may be that each joint venturer should be liable from ‘‘dollar one’’ as to pre-formation liabilities on a basis similar to the treatment of excluded liabilities in the asset purchase context. The Effect of ‘‘Non-Reliance’’ Clauses. The last two sentences of Section 2.4 are
Materiality Qualifications. Notwithstanding anything to the contrary contained herein, solely for purposes of this Article 9 for determining (a) whether a breach of a representation or warranty exists for purposes of this Agreement, and (b) the amount of Losses arising from such a breach for which the Buyer Indemnified Parties are entitled to indemnification under this Agreement and, each representation and warranty contained in this Agreement shall be read without giving effect to any qualification that is based on materiality, including the words “material”, “material adverse effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and shall be treated as if such words were deleted from such representation or warranty), except for Section 3.8(a) and the definitions of “Top Vendor”, “Top Customer”, and “Top Institution”.
Materiality Qualifications. Both for purposes of determining breach and for calculating the amount of any Loss arising from a breach of any representation or warranty subject to indemnification under Section 9.2(a)(i) or Section 9.2(b)(i) (other than the representations and warranties set forth in Sections 4.6, 4.7(b), 5.10 and 5.11), all “material,” “materially,” “in all material respects,” “Material Adverse Effect,” and other like qualifications shall be disregarded (including any such qualification included in any schedule, certificate or other document delivered pursuant hereto and in any representations or warranties subject to any such schedule, certificate or other document).
Materiality Qualifications. For purposes of calculating Damages (but not for determining the failure of any representation or warranty to be true and correct) hereunder, any qualification in the representations and warranties herein as to materiality, Business Material Adverse Effect, Buyer Material Adverse Effect or words of similar import shall be disregarded, except for such qualifications included within the definition of “Business Material Adverse Effect” or “Buyer Material Adverse Effect,” in each case, to the extent such terms are included in any representation or warranty, and the $100,000 amount in the defined term “Material Environmental Liability” as used in the representations and warranties herein shall be deemed to have been replaced with $0. 6.7
Materiality Qualifications. Notwithstanding anything to the contrary contained herein, from and after the Closing, solely for purposes of the indemnification obligations set forth in Section 9.02(a)(i) and Section 9.02(b)(i), for purposes of determining (i) whether a breach of a representation or warranty exists for purposes of such Sections, and (ii) the amount of Losses arising from such a breach for which the Buyers Indemnified Parties or the Sellers Indemnified Parties are entitled to indemnification under such Sections, each applicable representation and warranty contained in this Agreement shall be read without giving effect to any qualification that is based on materiality, including the words “material”, “Material Adverse Effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and shall be treated as if such words were deleted from such representation or warranty).
Materiality Qualifications. For purposes of calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. Exhibit 2.1 - Asset Sale Agreement Page 55
Materiality Qualifications. For purposes of determining the failure of any representation or warranty to be true and correct and calculating Damages hereunder, any qualification in the representations and warranties herein as to materiality, Business Material Adverse Effect, Buyer Material Adverse Effect or words of similar import shall be disregarded, except for such qualifications (a) in the representations set forth in Sections 2.5(a), 2.7, 2.14(a), 2.17(a) and 2.18(c), (b) included within the definition of “Business Material Adverse Effect” or “Buyer Material Adverse Effect”, in each case, to the extent such terms are included in any representation or warranty and not disregarded pursuant to the immediately preceding clause (a), or (c) included within the definition of “Transferred Permits” or “Permitted Liens” as used in any representation or warranty.
