Materiality Scrape. For the purposes of determining (a) whether any breach of any representation or warranty contained in this Agreement has occurred and (b) the amount of Loss resulting from any such breach, the determination shall, in each case, be made without references to the terms “material,” “materiality,” “Material Adverse Effect,” “material adverse effect” or other similar qualifications as to materiality (other than specific monetary thresholds) contained in any such representation or warranty; provided, that the foregoing clause (a) will not apply with respect to the last sentence of Section 6.4(a).
Materiality Scrape. For purposes of the indemnity contained in Section 4.8(a)(i) and Section 4.8(c), all qualifications and limitations set forth in the parties’ representations and warranties as to “materiality,” “Material Adverse Effect” and words of similar import shall be disregarded in determining whether there shall have been any inaccuracy in or breach of any representations and warranties in this Agreement and the Losses arising therefrom.
Materiality Scrape. For purposes of calculating the amount of any Losses incurred in connection with a breach of any representation or warranty (but not a determination as to whether a breach has occurred), any references to “materiality” or “Material Adverse Effect” shall be disregarded.
Materiality Scrape. For purposes of this ARTICLE 5, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
Materiality Scrape. For purposes of this ARTICLE VIII, including for purposes of determining the existence of any inaccuracy in or breach of any representation or warranty and for calculating the amount of any Losses with respect thereto, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any Materiality Qualifier contained in or otherwise applicable to such representation or warranty.
Materiality Scrape. For the purposes of determining whether a breach of representation or warranty has occurred for the purposes of Section 8.1(a) and calculating the amount of Damages payable by an Indemnifying Party pursuant to this Article 8, any qualification as to materiality or Material Adverse Effect (or any other similar qualification or standard) contained in the applicable representation, warranty, covenant or agreement at issue shall be disregarded (it being understood that the word “Material” in the defined terms “Material Contract(s)”, “Material Customer Contract(s)” and “Material Vendor Contract(s)” and the qualification as to “Material Adverse Effect” contained in Sections 3.21(a) and (b) shall in each case not be disregarded for any of such purposes).
Materiality Scrape. For purposes of this Article VII, in determining whether there has been an inaccuracy in or breach of any representation or warranty and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty shall be read without regard and without giving effect to any materiality qualifications contained therein (including the terms “material”, “material adverse effect”, “Material Adverse Effect” or any similar terms), except, with respect to this Section 7.8, the following references shall not be disregarded: (i) use of the word “Material” as used in the defined terms “Material Adverse Effect,” “Material Contract,” “Material Shared Contract” and “Purchaser Material Adverse Effect,” (ii) references to materiality contained in each of Section 4.6(b), Section 4.9(a), Section 4.12(a), Section 4.12(b), Section 4.13(a), Section 4.17(a), Section 4.17(b), Section 4.18(a), (iii) references to a Material Adverse Effect contained in Section 4.7(a).
Materiality Scrape. For purposes of (i) determining whether a misrepresentation or breach of a representation or warranty has occurred pursuant to this Agreement, and (ii) calculating the amount of any Losses arising from a misrepresentation or breach of any representation or warranty for which an Indemnified Party is entitled to indemnification under this Agreement, each representation and warranty contained in this Agreement and in any certificate delivered pursuant to Sections 7.02 and 7.03 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” (and shall be treated as if such words were deleted from such representation or warranty).
Materiality Scrape. All materiality qualifications contained in the representations, warranties and covenants of the Company, Sellers and Buyer set forth in this Agreement (however phrased) shall be ignored and not given any effect under this Section 6 for purposes of determining the amount of Losses arising out of or relating to a breach of such representation and warranty or covenant and agreement for purposes of this Section 6.
Materiality Scrape. For purposes of determining the indemnification obligations under this Section 9.1, except for the Specified Instances (defined below), all references in this Agreement and the Company Purchase Agreement to the word “material,” “material respects”, “material adverse effect” and “Material Adverse Effect” (and similar materiality qualifications) shall be disregarded for purposes of determining (i) whether there has been a breach or failure of a representation or warranty for which a Buyer Indemnified Party is entitled to indemnification under this Agreement and (ii) the amount of any Loss that is the subject of indemnification hereunder. “Specified Instances” means the use of the words “material” and “all material respects” as such terms are used in Section 3.5 of the Company Purchase Agreement and Section 6.5(b) of this Agreement. It is agreed that the provisions of this Section 9.1(b) shall not change the titles of or change what otherwise constitutes a “Material Customer”, “Material Supplier” and “Material Contract”.
