Common use of Materiality Conditions Clause in Contracts

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has occurred for which indemnification under this ARTICLE X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE X will be subject to Section 10.3.

Appears in 5 contracts

Samples: Contribution Agreement, Contribution Agreement, Contribution Agreement

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Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has occurred for which indemnification under this ARTICLE X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP HOLDINGS or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE X will be subject to Section 10.3.

Appears in 4 contracts

Samples: Contribution Agreement, Contribution Agreement (DCP Midstream Partners, LP), Contribution Agreement (DCP Midstream Partners, LP)

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE Article X has occurred for which indemnification under this ARTICLE Article X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP HOLDINGS or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE Article X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE Article X will be subject to Section 10.3.

Appears in 2 contracts

Samples: Contribution Agreement (DCP Midstream Partners, LP), Contribution Agreement (DCP Midstream Partners, LP)

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has occurred for which indemnification under this ARTICLE X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP HoldCo or MLP, as applicable, contained in this Agreement (other than in Sections 4.7(c), 4.8, 4.9, 4.18, 4.19, and 4.23) that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect effect” (each each, a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE X will be subject to Section 10.3.

Appears in 2 contracts

Samples: Contribution Agreement (DCP Midstream Partners, LP), Contribution Agreement

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE Article X has occurred for which indemnification under this ARTICLE Article X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP MIDSTREAM or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE Article X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE Article X will be subject to Section 10.3.

Appears in 1 contract

Samples: Contribution Agreement (DCP Midstream Partners, LP)

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE Article X has occurred for which indemnification under this ARTICLE Article X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP HOLDINGS or MLPDCP, as applicable, contained in this Agreement that an event or fact be "material,” “" "Material," meet a certain minimum dollar threshold or have a "Material Adverse Effect" or a material adverse effect (each a "Materiality Condition") in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE Article X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE Article X will be subject to Section 10.3.

Appears in 1 contract

Samples: Contribution Agreement (DCP Midstream Partners, LP)

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Materiality Conditions. For purposes of determining whether an event described in this ARTICLE Article X has occurred for which indemnification under this ARTICLE Article X can be soughtsought (other than under Section 10.2(b)), any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP GSR HOLDINGS or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE Article X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE Article X will be subject to Section 10.3.

Appears in 1 contract

Samples: Contribution and Sale Agreement (DCP Midstream Partners, LP)

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has IX as occurred for which indemnification under this ARTICLE X IX can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP MIDSTREAM or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X IX as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.59.5, any claim for indemnification under this ARTICLE X IX will be subject to Section 10.39.3.

Appears in 1 contract

Samples: Purchase and Sale Agreement (DCP Midstream Partners, LP)

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has occurred for which indemnification under this ARTICLE X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP HOLDINGS or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a Table of Contents material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE X will be subject to Section 10.3.

Appears in 1 contract

Samples: Contribution Agreement (DCP Midstream Partners, LP)

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