Materiality Exclusion Sample Clauses

Materiality Exclusion. Notwithstanding anything to the contrary contained in this Agreement, for the purposes of determining if after the Closing there has been a breach of any representation or warranty hereunder and the amount of the Damages in respect thereof, the representations and warranties shall, for purposes of this Article IX, be read without giving effect to any materiality, Material Adverse Effect or qualification with a similar meaning contained or incorporated directly or indirectly in such representation or warranty.
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Materiality Exclusion. Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining if there has been a breach of any representation or warranty hereunder by Seller or Buyer and the amount of the Covered Liabilities in respect thereof, the representations and warranties of Seller and Buyer shall, for purposes of this Article XIII, be read without giving effect to any materiality, Material Adverse Effect or qualification with a similar meaning in such representation or warranty.
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Materiality Exclusion. For purposes of determining the amount of Damages (but not for the purpose of determining liability), each representation and warranty made by a Party is deemed to have been made without the inclusion of or reference to limitations or qualifications as to materiality such as the word “material”, the phrase “in all material respects”, Material Adverse Change, “material adverse effect”, or words or phrases of similar meaning and intent for purposes of calculating the amount of Damages arising from any inaccuracy in or breach of any representation or warranty.
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Materiality Exclusion. Notwithstanding anything to the contrary herein, for purposes of the indemnities in this §9, each representation and warranty made by any Seller or the Stockholder is made without any qualifications or limitations as to materiality (including, without limitation, any qualifications or limitations made by reference to a Material Adverse Effect or Material Adverse Change) and, without limiting the foregoing, the words “material” and words of similar import shall be deemed deleted from any such representation and warranty for such purpose.
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Related to Materiality Exclusion

  • Materiality The Company and the Stockholders hereby agree that this covenant is a material and substantial part of this transaction.

  • Warranty Exclusions The Limited Warranty in clauses 1.2 and 1.3 does not apply: a) if the Product was not purchased and installed in Australia; b) if You do not grant BYD or BYD Partner access to the performance data of the Product over the Internet upon request after reporting the warranty claim and/or manipulate such data; c) to wear and tear in the appearance of the Product (including but not limited to any scratches, stains, mechanical wear, rust or mould) which does not impair its function; d) to any damage to property or personal injury arising from any defect if the state of scientific and technical knowledge at the time when the Product is sold to Original Buyer was not such as to enable the defect to be discovered; e) if the invoice for the Product and the information listed in clause 4 below is not provided with the warranty claim; or f) if the serial number on the Product can no longer be identified or has been modified.

  • Materiality and Waiver of Breach Each requirement, duty, and obligation set forth in this Agreement was bargained for at arm’s-length and is agreed to by the Parties. Each requirement, duty, and obligation set forth in this Agreement is substantial and important to the formation of this Agreement, and each is, therefore, a material term. County’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of this Agreement. To be effective, any waiver must be in writing signed by an authorized signatory of the Party granting the waiver.

  • Specific Exclusions Apart from the exclusions common to all covers, the following are also excluded. We do not intervene for: EMERGENCY SUITCASE DOMESTIC HELP DELIVERY OF HOUSEHOLD SHOPPING PSYCHOLOGICAL SUPPORT UPON YOUR RETURN HOME To allow us to intervene under the best conditions, remember to prepare the following information that will be requested when you call: When you call initially, you will be given an assistance file number. State it systematically during any subsequent contacts with our Assistance Service. - the policy came with the purchase of goods or a service sold by a supplier; - you can show that you are already covered for one of the risks covered by this new policy; - the policy you wish to cancel has not been fully established; - you have not declared any loss covered by this policy. In this situation, you can exercise your right to cancel this policy by letter or in any lasting medium sent to the insurer of the new policy, together with documentary proof that you already have cover for one of the risks covered by this new policy. The insurer must reimburse you the premium paid within thirty days of your cancellation. If you wish to cancel your policy but do not meet all the above conditions, please check the cancellation procedure stipulated in your policy.

  • DISCLAIMERS; EXCLUSIONS; LIMITATIONS Subject to §4, neither party makes any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to its performance or anything else provided under this Agreement. Neither party will be liable for any special, incidental, punitive, or consequential damages of any kind for any reason whatsoever relating to this Agreement, even if such damages were reasonably foreseeable.

  • Specific Exclusion Stanford does not: (A) grant to ***** any other licenses, implied or otherwise, to any patents or other rights of Stanford other than those rights granted under Licensed Patent, regardless of whether the patents or other rights are dominant or subordinate to any Licensed Patent, or are required to exploit any Licensed Patent or Technology; (B) commit to ***** to bring suit against third parties for infringement, except as described in Section 14; and (C) agree to furnish to ***** any technology or technological information other than the Technology or to provide ***** with any assistance.

  • EXCLUSIONS FROM WARRANTY This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Microsoft’s reasonable control.

  • Virus Warranty The Contractor represents and warrants that Licensed Software contains no known viruses. Contractor is not responsible for viruses introduced at Licensee’s site.

  • Additional Exclusions A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

  • GENERAL EXCLUSIONS We do not insure for loss caused directly or indirectly by any of the following. Such loss is excluded regardless of any other cause or event contributing concurrently or in any sequence to the loss. These exclusions apply whether or not the loss event results in widespread damage or affects a substantial area.

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