Materiality Qualifications Sample Clauses
A Materiality Qualifications clause sets thresholds or standards for determining when a breach or inaccuracy in representations, warranties, or covenants is significant enough to have legal consequences. In practice, this means that only breaches or inaccuracies deemed "material"—that is, important enough to affect the overall deal or the parties' decisions—will trigger remedies such as indemnification or termination rights. This clause helps prevent minor or trivial issues from escalating into legal disputes, ensuring that only substantial matters impact the parties' obligations and risk allocation.
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Materiality Qualifications. Collectively, the exceptions and qualifications to the representations and warranties in Article 3 that are based upon such exceptions and qualifications not being “material” or being “in all material respects,” or not having or would or could not reasonably be expected to result in a Company Material Adverse Effect.
Materiality Qualifications. For purposes of calculating the amount of Losses to which the Buyer Indemnified Persons and Seller Indemnified Persons are entitled under this Article V (but not for purposes of determining whether a representation or warranty has been breached), each representation and warranty under Articles II and III will be read without regard and without giving effect to the term "material," "materiality," "Material Adverse Effect" as if such word or phrase were deleted from such representation and warranty.
Materiality Qualifications. For purposes of calculating the amount of Damages to which the Buyer Indemnified Persons and Seller Indemnified Persons are entitled under this Article VIII (but not for purposes of determining whether a representation or warranty has been breached), the terms "material," "materiality," and "Material Adverse Effect" will be disregarded.
Materiality Qualifications. Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty set forth in Article IV or the Closing Certificate and (ii) the amount of Losses for which any Buyer Indemnified Party may be entitled to indemnification under this Article XI, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect).
Materiality Qualifications. Notwithstanding any provision of this Agreement to the contrary, all references in this Agreement and the Schedules hereto to “material,” “material respects” and “Material Adverse Effect” (and similar materiality qualifications) shall be disregarded for purposes of determining the amount of any Loss that is the subject of indemnification hereunder and for purposes of whether there has been a breach of, or inaccuracy in, any representation or warranty in this Agreement.
Materiality Qualifications. For purposes of this Article VI, all materiality qualifications contained in the representations and warranties of Parent set forth in Article III (however they may be phrased and including the term “Material Adverse Effect”) shall be ignored and not given any effect for purposes of (i) determining whether a breach of, inaccuracy in or non-fulfillment of such representation and warranty (except Section 3.13) has occurred or (ii) determining the amount of Losses arising out of or relating to such breach.
Materiality Qualifications. Exclusivity of Indemnification Remedy and Escrow
Materiality Qualifications. Notwithstanding anything to the contrary set forth in this Section 10, any qualification as to materiality or Material Adverse Effect contained in any representation or warranty under this Agreement shall be given effect for purposes of determining whether such representation or warranty has been breached; PROVIDED, HOWEVER, that notwithstanding the foregoing, if any such representation or warranty has been breached, the amount of any Losses incurred by Purchaser as a result of any such breach, and required to be indemnified for pursuant to this Section 10 shall be determined as though no such qualification as to materiality or Material Adverse Effect were contained in the representation or warranty so breached.
Materiality Qualifications. For purposes of determining the right of an Indemnified Party to be defended, indemnified or held harmless hereunder with respect to a breach of any representation or warranty pursuant to Section 8.1(i) (including for purposes of determining whether the Threshold Amount has been exceeded), each such representation and warranty shall be read without regard and without giving effect to any materiality qualification or Material Adverse Effect qualification contained in such representation and warranty.
Materiality Qualifications. Notwithstanding anything to the contrary in Articles III and IV, the materiality qualifications contained in the representations and warranties of the parties set forth in Articles III and IV (however they may be phrased) shall not be taken into account for purposes of the parties’ indemnification obligations pursuant to this Article V in determining whether a breach of such representation and warranty has occurred and, if such breach has occurred, all such materiality qualifications shall be ignored and not given any effect for purposes of determining the amount of Losses resulting from, incurred in connection with, relating or incidental to, or by virtue of, such breach of such representation and warranty under this Article V.