Disregard of Qualifications Sample Clauses

Disregard of Qualifications. For purposes of determining whether the amount of Adverse Consequences under Article VI has totaled or exceeds the Indemnity Basket, the representations and warranties made by the Company will be deemed to be made, and the covenants or obligations of the Company will be deemed to be stated, without qualification as to the concepts of materiality stated therein.
Sample 1
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Disregard of Qualifications. For the purposes of Parent’s right to indemnification under Section 10.4(a)((i)-(iii)), the representations and warranties made by the Sellers will be deemed to be made, and the covenants or obligations of the Sellers will be deemed to be stated, without qualification except as specifically as set forth therein.
Sample 1
Disregard of Qualifications. For the purposes of Buyer’s right to indemnification under Section 8.4(a) and 8.4(b), the representations and warranties made by Sellers will be deemed to be made, and the covenants or obligations of Sellers will be deemed to be stated, without qualification: (i) as to “Knowledge,” except for the representations as to the lack of Knowledge in the second sentence of Section 3.9 as to the occurrence of a Material Adverse Change, in Section 3.12(a) as to existing Laws and in Section 3.20(f) as to employee intent; and (ii) by concepts of materiality (such as “material,” “in all material respects” and similar qualifications), except as used in (A) Section 3.5(a), (B) the last sentence of Section 3.6(b), (C) Section 3.9 with respect to Material Adverse Change, and (D) in the definitions of and references to Material Adverse Change, Material Contract, and Material Copyrights.
Sample 1

Related to Disregard of Qualifications

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(y), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.

  • Regulation D Qualification Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

  • Blue Sky Qualifications The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • Foreign Qualifications An officer of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any foreign jurisdiction in which the Company may wish to conduct business.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Blue Sky Qualification The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.

  • Professional Qualifications It shall be a condition of continued professional employment that employees must apply for enrolment in their appropriate professional licensing body by the thirtieth day of continuous service.

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

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