Common use of Materiality Qualifiers Clause in Contracts

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. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether a an inaccuracy in or breach of a representation or warranty exists for purposes of this Agreement, any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto, 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 Deductible 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 effectMaterial Adverse Effect (other than the representations and warranties contained in Section 4.7),” “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. Notwithstanding anything to the contrary contained hereinin this Agreement, 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 theretoto this Agreement, (b) the amount of Losses arising from such a breach for which the Purchaser Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Basket Amount has been exceeded, each such representation and warranty will shall be read without giving effect to any qualification that is based on materiality, including the words “material,” “material adverse effectMaterial Adverse Effect,” “in any material respect” and other uses of the word “material” or words of similar meaning (and will shall be treated as if such words were deleted from such representation or warranty).

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 theretoto this Agreement, (b) the amount of Losses arising from such a breach for which the Purchaser Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Basket Amount has been exceeded, each such representation and warranty will 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 will shall be treated as if such words were deleted from such representation or warranty).

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 theretoAgreement, (b) the amount of Losses Adverse Consequences arising from such a breach for which the Buyer Indemnified Parties or Seller Indemnified Parties are entitled to indemnification under this Agreement and (c) whether the Basket Amount Threshold has been exceeded, each such representation and warranty will 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,” Material Adverse Effect”, “in any material respect” and other uses of the word “material” or words of similar meaning (and will shall be treated as if such words were deleted from such representation or warranty).