Effect of Materiality Qualifiers. 34 Section 8.8
Effect of Materiality Qualifiers. Although a representation, warranty or covenant of any of the parties to this Agreement may not be deemed breached, inaccurate or in default unless or until a certain standard as to "material", "materiality", or "material adverse effect" has been met, for purposes of calculating Losses in connection with this Article 7, once such materiality or material adverse effect standard has been met, the Indemnitee will be entitled to indemnification for all Losses arising out of or resulting from such breach, inaccuracy or default of any such representation, warranty, or covenant without giving effect to any such standard.
Effect of Materiality Qualifiers. For purposes of calculating the amount of Damages incurred as a result of a breach of any representation or warranty made in this Agreement (but not for purposes of determining whether a breach of any such representation or warranty has occurred), all materiality and Material Adverse Effect qualifications will be disregarded. Section 8.8
Effect of Materiality Qualifiers. For purposes of calculating the amount of Damages incurred out of or relating to any failure or breach of this Agreement and for purposes of determining whether or not a failure or breach has occurred, concepts of “materiality,” “Material Adverse Effect” or words of similar import shall be disregarded.
Effect of Materiality Qualifiers. 60 12.5 NOTICE AND RIGHT TO DEFEND THIRD PARTY CLAIMS.......................60 12.6
Effect of Materiality Qualifiers. For purposes of determining a Party's indemnity obligations and computing Losses under this Article IX, (a) any express qualification or limitation set forth in the applicable representation, warranty covenant or agreement as to materiality or "Material Adverse Effect" (or words of similar effect) contained therein shall be disregarded, and (b) there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by the Indemnitee (including any insurance proceeds (net of any applicable deductible amounts paid by such Party), including any insurance proceeds received by any Purchaser pursuant to any Representation and Warranty Insurance Policy, and the value of any contractual right of set-off), or (ii) any other amounts that would otherwise result in a duplicative recovery, including due to an adjustment made to any of the PB1 Purchase Price, the PB2 Purchase Price, the PB3 Purchase Price or the PB4 Purchase Price, as applicable, including pursuant to Section 3.4, Section 3.5, Section 3.6, Section 3.8, Section 6.2, Section 6.24, Section 6.25, Section 6.26, Section 6.27, Section 6.28 or Section 9.12.
Effect of Materiality Qualifiers. For purposes of the indemnity provisions in this Article 8, where a Claim pursuant to Sections 8.2(a) or 8.3(a) is predicated on an underlying representation and warranty that is qualified by a reference to “materiality” or “Material Adverse Effect” (other than the representation and warranty contained in Section 4.23(a)), the underlying representation and warranty shall be read as if it did not contain such qualifier.
Effect of Materiality Qualifiers. For purposes of this Article IX, 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 with respect to materiality contained in or otherwise applicable to such representation or warranty; provided that this Section 9.9 shall not apply to the representations and warranties contained in Section 5.18, or 5.20(b).
Effect of Materiality Qualifiers. For purposes of this Article XII, the determination of whether any breach of any representation or warranty in Articles IV, V and VI has occurred, as well as the determination of the Indemnifiable Damages therefrom, shall be made without regard to any materiality or Material Adverse Effect qualifiers therein.
Effect of Materiality Qualifiers. For purposes of this Section 3, the determination of whether any breach of any representation or warranty in Articles IV, V, and VI of the RAP Purchase and Sale Agreement has occurred, as well as the determination of the Indemnifiable Damages therefrom, shall be made without regard to any materiality or Material Adverse Effect qualifiers therein.
