Materiality Exceptions definition

Materiality Exceptions means the terms “material” or “materially,” any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect,” “except where the failure to … has not and would not, individually or in the aggregate, have a Material Adverse Effect,” or “except as has not and would not, individually or in the aggregate, have a Material Adverse Effect,” or “has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect” or any similar terms, clauses or phrases (including any reference to the Company and its Subsidiaries taken as a whole), other than the term “Hazardous Materials.”
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Materiality Exceptions means the terms “material” or “materially”, any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect,” “except where the failure to … has not and would not, individually or in the aggregate, have a Material Adverse Effect” or “which have not and would not, individually or in the aggregate, have a Material Adverse Effect” (including any reference to the Acquired Companies or the Blockers taken as a whole) or any similar clause or phrase.
Sample 1Sample 2
Materiality Exceptions means the terms "material" or "materially", any clause or phrase containing "material," "materially," "material respects," "Material Adverse Effect," "except where the failure to … has not and would not, individually or in the aggregate, have a Material Adverse Effect," or "except as has not and would not, individually or in the aggregate, have a Material Adverse Effect," or "has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect" or any similar terms, clauses or phrases (including any reference to the Company), the inclusion of which would limit or potentially limit a claim or recovery for a breach of the representations and warranties set forth in this Agreement. For the avoidance of doubt, the word "Material" as used in the term "Material Contract," "Material Customers," and "Material Suppliers" shall not be deemed a "Materiality Exception" hereunder.
Sample 1

Examples of Materiality Exceptions in a sentence

  • The Fundamental Representations of Seller Parent or any of the Sellers (without giving effect to any Materiality Exceptions), shall be true and correct in all material respects, in each case on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date.


More Definitions of Materiality Exceptions

Materiality Exceptions means the terms “material” or “materially”, any clause or phrase containing “material,” “materially,” “all material respects,” “Material Adverse Effect,” or any similar terms, clauses or phrases.
Sample 1
Materiality Exceptions means the terms “material” or “materially”, any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect,” “except where the failure to … has not and would not, individually or in the aggregate, have a Material Adverse Effect” or “which have not and would not, individually or in the aggregate, have a Material Adverse Effect” or any similar terms, clauses or phrases (including with any reference to Sellers, the Company Entities and/or the Business, taken as a whole); provided that, the foregoing shall not apply to the use of the term “Material” in the defined term “Material Contracts” itself.
Sample 1
Materiality Exceptions means the terms “material” or “materially”, any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect,” “Parent Material Adverse Effect,” “except where the failure to … has not and would not, individually or in the aggregate, have a Material Adverse Effect,” “except where the failure to … has not and would not, individually or in the aggregate, have a Parent Material Adverse Effect,” “except as has not and would not, individually or in the aggregate, have a Material Adverse Effect,” “except as has not and would not, individually or in the aggregate, have a Parent Material Adverse Effect,” “has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect,” “has not had and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect” or any similar terms, clauses or phrases (including any reference to any Group Company or Merger Sub, as applicable), other than the terms “Company Material Contracts”, “Company Material Trademarks” and “Material Suppliers”.
Sample 1

Related to Materiality Exceptions

  • 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;

  • Enforceability Exceptions has the meaning set forth in Section 3.2.

  • Bankruptcy and Equity Exception means that this Agreement is, when executed and delivered by such member(s) of the Seller Group and assuming the due authorization, execution and delivery hereof by the members of the Purchaser Group that are (or are contemplated to be) party hereto, will be, legal, valid and binding obligations of such members of the Seller Group enforceable in accordance with their terms, subject to receivership, conservatorship and supervisory powers of bank regulatory agencies, bankruptcy, rehabilitation, liquidation, insolvency reorganization, moratorium, fraudulent transfer, preferential transfer and similar Laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general equity principles.

  • General Enforceability Exceptions has the meaning set forth in Section 4.1.

  • Equitable Exceptions means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).

  • Bankruptcy Exceptions means limitations on, or exceptions to, the enforceability of an agreement against a Person due to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or the application of general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).

  • Benefit Plans shall have the meaning set forth in Section 3.13(a).

  • Buyer Plans has the meaning set forth in Section 6.02(b).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Remedies Exception means the extent to which enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Seller Plans has the meaning set forth in Section 3.13(a).

  • Parent Plans has the meaning set forth in Section 6.4(c).

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Buyer Disclosure Letter means the disclosure letter delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Bankruptcy Exception means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;