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 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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Examples of Materiality Qualifications in a sentence

  • One of the ways of solution of reduction of labour capacity of audit procedures is possibilities and abilities of an auditor to use computer information massive of an audited economic enterprise.

  • All Materiality Qualifications included in the representations and warranties contained in this Agreement will be disregarded for purposes of calculating the amount of Losses for which an Indemnified Party is entitled to indemnification under this Agreement and for purposes of determining whether a breach of a representation or warranty has occurred.

  • 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).

  • The exceptions and qualifications to the representations and warranties in this Article 3 that 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 (collectively, “ Materiality Qualifications ”), have not and will not, individually or in the aggregate, have a Company Material Adverse effect.

  • 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).

  • A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought and will be paid promptly after such notice.Section 8.9. Materiality Qualifications.


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 (including the Disclosure Schedules hereto), any certificate delivered pursuant to Articles 3 and/or 8 hereof, the Seller Noncompetition Agreement or the Transaction Bonus Agreement (collectively, the “Agreement Documents”).
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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 (including the Disclosure Schedules hereto), any certificate delivered pursuant to Articles 3 and/or 8 hereof, the Seller Noncompetition Agreement or the Transaction Bonus Agreement (collectively, the “Agreement Documents”).
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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 Qualifications mandated for the position and which must be possessed by an employee before the employee can be considered for employment in a specific classification.

  • 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.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • 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.

  • Request For Qualifications (RFQ means the written solicitation, including all Addenda thereto, issued by the Department seeking SOQs in order to identify and Short-List the Proposers to receive the RFP for the Project.

  • pre-qualification means the first stage of the Bidding Process involving the submission, opening and evaluation of the Qualification Documents submitted by the Prospective Bidders.

  • 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).

  • Qualifications , in relation to an employee, means any degree, diploma or other academic, technical or professional qualification relevant to the position which he held.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Qualification Date means the date as of which the Offering Statement was or will be qualified with the Commission pursuant to Regulation A, the Act and the Rules and Regulations; and

  • Qualification Requirements means the qualification requirements as set forth in Section-2, Clause 2.1 of this RFP;

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • 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;

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Prequalification means the process set out in the Rules for determining whether an applicant is eligible to bid in a capacity auction in respect of a CMU;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • 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.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • 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;

  • 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).