Materiality or Knowledge Sample Clauses

Materiality or Knowledge. Solely for the purposes of calculating the amount of Damages arising from any breach or default of any of the representations, warranties, covenants and agreements contained in this Agreement or any Exhibit or Schedule, or any Closing Document, the applicable provisions thereof shall be read and interpreted as if any qualification stated therein with respect to materiality or material adverse effect or knowledge was not contained therein.
Sample 1Sample 2Sample 3See All (6)
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Materiality or Knowledge. 58 12.5 Set-Off in Lieu of Separate Compensation...................58 12.6
Sample 1See All (6)
Materiality or Knowledge. 39 10.5 Method of Payment of Indemnification...............................................39 10.6
Sample 1
Materiality or Knowledge. Solely for the purposes of calculating the amount of Losses arising from any breach or default of any of the representations, warranties, covenants and agreements contained in this Agreement or any Exhibit or Schedule, or any Closing Document, the applicable provisions thereof shall be read and interpreted as if any qualification stated therein with respect to materiality or material adverse effect or knowledge was not contained therein, provided, however, in no event shall any party hereto be indemnified for Losses resulting from events occurring during the period beginning on the date hereof and ending on the Closing Date, if and only if, the breaching or defaulting party shall notify the other party of such event in writing at least three Business Days prior to the Closing Date.
Sample 1

Related to Materiality or Knowledge

  • Materiality Qualifiers For purposes of determining the amount of Losses arising from a breach for which an Indemnified Party is entitled to indemnification under this Article 9 (but not for purposes of determining whether an indemnifiable breach has occurred), all qualifications contained in the representations and warranties contained in this Agreement that are based on materiality (including all usages of “material,” “Material Adverse Effect” or similar qualifiers) will be disregarded.

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

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Adverse Effect Any other action, event, or condition of any nature which could result in a material adverse effect on the business, property, or financial condition of Borrower.

  • No Deemed Knowledge The Indenture Trustee will not be deemed to have knowledge of a Default, an Event of Default or a breach of a representation or warranty unless (i) a Responsible Person of the Indenture Trustee has knowledge of the Default, Event of Default or breach or (ii) it has actually received notice of the Default, Event of Default or breach.

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