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.
Appears in 3 contracts
Samples: Purchase Agreement (Fortress Investment Group LLC), Purchase Agreement (Walker & Dunlop, Inc.), Purchase Agreement (Walker & Dunlop, Inc.)
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 9 VII or (but not b) whether a breach of any representation or warranty of any Indemnified Party exists for purposes of determining whether an indemnifiable breach has occurred)this Article VII, all qualifications contained in the representations and warranties contained in this Agreement that are based on materiality (including all usages of terms “material,” “Material Adverse Effectmaterial adverse effect,” or “in all material respects,” and words of similar qualifiers) will import shall be disregardeddisregarded and given no effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)
Materiality Qualifiers. For purposes of determining (i) whether a breach of any representation or warranty exists for purposes of this Section 11, and (ii) the amount of Losses any Adverse Consequences arising from a breach of any representation or warranty 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)Section 11, all qualifications contained in the representations and warranties contained in this Agreement that are based on materiality (including all usages of terms “material,” “Material Adverse Effect” or “in all material respects” and words of similar qualifiers) will import shall be disregardeddisregarded and given no effect.
Appears in 1 contract
Samples: Interest Purchase and Sale Agreement (Legacy Healthcare Properties Trust Inc.)
