Common use of Materiality Standards; Dollar Thresholds Clause in Contracts

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants that will be considered immaterial in nature and accordingly not subject to indemnification hereunder, the Buyer and the Seller have agreed to use predictable dollar thresholds as provided in this paragraph (a). Accordingly, the Buyer and the Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i) or 11.2(i), if such representation, warranty or covenant contains a materiality qualification (E.G., "material," "materially," "material to the VECTRA Waste Business," "in all material respects," or similar qualifiers), such materiality qualification shall be deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if the Buyer and its Affiliates or the Seller and its Affiliates, as applicable, incurs or is alleged to have incurred Losses in excess of $25,000 in connection with the matter or event to which such representation, warranty or covenant relates.

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants that will be considered immaterial in nature and accordingly not subject to indemnification hereunder, the Buyer, the Buyer and Sub, the Seller and Westinghouse have agreed to use predictable dollar thresholds as provided in this paragraph (a). Accordingly, the Buyer, the Buyer Sub, Westinghouse and the Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i10.1(a) or 11.2(i10.2(a), if such representation, warranty or covenant contains a materiality qualification (E.G., "material," "materially," "material to the VECTRA Waste BusinessQ-CEP Plant or the Processing Activities," "in all material respects," or similar qualifiers), such materiality qualification shall be deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if the Buyer and its Affiliates the Buyer Sub or the Seller and its AffiliatesWestinghouse, as applicable, incurs or is alleged to have incurred Losses in excess of $25,000 in connection with the matter or event to which such representation, warranty or covenant relates.

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants that will be considered immaterial in nature and accordingly not subject to indemnification hereunder, the Buyer and the Seller have agreed to use predictable dollar thresholds as provided in this paragraph (a). Accordingly, the Buyer and the Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i12.1(i) or 11.2(i12.2(i), if such representation, warranty or covenant contains a materiality qualification (E.G., e.g. "material," "materially," "material to the VECTRA Waste Purchased Business," "in all material respects," or similar qualifiers), such materiality qualification shall be deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if the Buyer and its Affiliates or the Seller and its AffiliatesSeller, as applicable, incurs or is alleged to have incurred Losses in excess of $25,000 5,000 in connection with the matter or event to which such representation, warranty or covenant relates.