Materiality Qualifiers. For purposes of determining (a) the amount of any Losses arising from a breach of any representation or warranty for which an Indemnified Party is entitled to indemnification under this Article VII or (b) whether a breach of any representation or warranty of any Indemnified Party exists for purposes of this Article VII, the terms “material,” “material adverse effect,” “in all material respects,” and words of similar import shall be disregarded and given no effect.
Materiality Qualifiers. For purposes of determining (a) whether a breach of a representation or warranty exists for purposes of Section 5.2(a)(i) or Section 5.3(a), (b) the amount of Adverse Consequences arising from such a breach for which the Buyer Indemnified Parties or the Seller Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Per Claim Threshold or Threshold have been exceeded, each representation and warranty contained in this Agreement shall be read without giving effect to any qualification that is based on materiality, including the words “material”, “material adverse effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and shall be treated as if such words were deleted from such representation or warranty).
Materiality Qualifiers. For purposes of (i) determining the amount of Damages arising out of, relating to or resulting from any breach of or inaccuracy in any representation or warranty in Section 3.1 or Section 3.2, and (ii) determining whether a breach of any representation or warranty in Section 3.1 or Section 3.2 has occurred, all Materiality Qualifiers in such representation or warranty will be disregarded and each such representation and warranty will be read and interpreted without regard to any Materiality Qualifier.
Materiality Qualifiers. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether a breach of a representation or warranty exists for purposes of this Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto, (b) the amount of Losses arising from such a breach for which Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Basket Amount has been exceeded, each such representation and warranty will be read without giving effect to any qualification that is based on materiality, including the words “material,” “material adverse effect,” “in any material respect” and other uses of the word “material” or words of similar meaning (and will be treated as if such words were deleted from such representation or warranty).
Materiality Qualifiers. For purposes of determining whether there has been a breach of any Party’s representations and warranties herein for which the other Party hereto or any other indemnified Person is entitled to indemnification hereunder and the Losses resulting therefrom, any materiality qualifiers (including any Material Adverse Effect) contained in such Party’s representations or warranties shall be disregarded.
Materiality Qualifiers. For purposes of this Article 8, for the specific purpose of determining the amount of Losses resulting from, directly or indirectly, a breach of a representation or warranty in this Agreement, but specifically not for purposes of determining whether a breach occurred, all Materiality Qualifiers will be ignored and each such representation and warranty will be read and interpreted without regard to any Materiality Qualifier.
Materiality Qualifiers. Notwithstanding anything to the contrary contained in this Article 3, for the purposes of the indemnification obligations of the Parties pursuant to this Article 3, all of the representations and warranties set forth in this Agreement or any certificate or schedule related hereto shall 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 for purposes of determining whether a breach of any such representation or warranty has occurred and the amount of the Claims resulting from, arising out of, or relating to any such breach of representation or warranty.
Materiality Qualifiers. For purposes of calculating the amount of any Damages pursuant to ARTICLE VII or ARTICLE VIII, incurred, arising out of or related to the failure of any representations or warranties to be true and correct or the breach of any covenants and agreements, references to “Material Adverse Effect” or other materiality qualifiers (or correlative terms) shall be disregarded.
Materiality Qualifiers. For purposes of determining Damages and rights to indemnification under this Article IX, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein; PROVIDED that representations and warranties qualified by "Material Adverse Effect" shall be deemed to be true to the extent the breach thereof is reasonably attributable to the general state of the industries in which such Person and its Subsidiaries operate (including chemicals price levels), to general economic conditions in the United States (including prevailing interest rate and stock market levels,) or to the transactions contemplated by this Agreement or the Amended LLC Agreement.
Materiality Qualifiers. For purposes of determining (a) the amount of any Loss arising from any inaccuracy in or breach of any representation or warranty for which an H:836720 51 Indemnified Party is entitled to indemnification under this Article 8 or (b) whether any inaccuracy in or breach of any representation or warranty exists for purposes of this Article 8, the terms “material,” “Material Adverse Effect,” “in all material respects” and words of similar import shall be disregarded and given no effect (except with respect to Section 3.7 (No Material Adverse Effect)).
