No Double Materiality Sample Clauses
The No Double Materiality clause ensures that materiality qualifiers are not applied more than once when assessing breaches or conditions in a contract. In practice, this means that if a representation or warranty is already subject to a materiality standard, that standard will not be compounded or reconsidered when determining whether a breach has occurred or if indemnification is triggered. This clause prevents parties from having to prove a higher threshold of materiality than originally intended, thereby ensuring fairness and clarity in the enforcement of contractual obligations.
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No Double Materiality. For purposes of calculating the amount of Damages to which the Buyer Indemnified Persons or the Sellers are entitled under this Article VII (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.
No Double Materiality. For purposes of calculating the amount of Damages to which the Emdeon Indemnified Persons and Company Indemnified Persons are entitled under this Article VII (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.
No Double Materiality. For purposes of calculating the amount of Losses to which any Purchaser Indemnified Person or any Seller Indemnified Person is entitled under this Article VII and for purposes of determining whether a representation or warranty has been breached or violated, the terms “material,” “materiality,” and “material adverse effect” will be disregarded when used in Article III or Article IV to qualify a representation or warranty; provided, however, that such terms (i) shall not be disregarded in the defined terms Material Adverse Effect and Material Contracts and (ii) shall not be disregarded for purposes of the representations and warranties in Section 3.8(a), Section 3.11, the first sentence of Section 3.17(b), Section 3.17(c) or Section 3.22.
No Double Materiality. For purposes of calculating the amount of Losses to which a GE Indemnified Party or a Buyer Indemnified Party is entitled under this Article X, 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.
No Double Materiality. For purposes determining whether a representation or warranty has been breached and for purposes of calculating the amount of Losses to which any Purchaser Indemnified Person or any Seller Indemnified Person is entitled under this Article X, the terms “material,” “materiality,” and “material adverse effect” will be disregarded; provided, however, that such qualification shall not be read out of any defined term that incorporates such materiality qualification (e.g., “Material Contract” or Material Supplier”) and not apply to (x) Sections 3.1 or (y) the first sentence of Section 3.10.
No Double Materiality. For purposes of determining whether any breach or inaccuracy of any representation or warranty has occurred for purposes of Section 8.2(a) or Section 8.3(a), and for purposes of calculating the amount of Damages incurred in connection with any breach or inaccuracy of any representation or warranty, any and all reference to “material”, “materiality” or “material adverse effect” (or other similar terms or qualifiers) will be disregarded.
No Double Materiality. For purposes of calculating the amount of Company Losses or Seller Losses under this Article X (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.
No Double Materiality. For purposes of determining (i) whether a breach or inaccuracy of a representation or warranty has occurred and (ii) the dollar amount of Losses with respect to any claim resulting from any breach or inaccuracy of a representation or warranty, all “material”, “materiality”, “in all material respects”, or “Material Adverse Effect” qualifications or exceptions in such representation or warranty shall be disregarded.
No Double Materiality. The Parties hereby acknowledge and agree that the phrases “material,” “materially,” “material adverse effect,” “in all material respects” and all derivations thereof as used in Article IV shall be applicable and recognized for purposes of reaching the Closing and satisfaction of the condition in Section 8.1(b) but that from and after the Closing such sections shall be read without regard to such phrases or materiality qualifiers and liability of Diamondback and the Sellers, under Article X for a breach of any such representations shall be determined as though such materiality qualifiers were not included in the original language.
No Double Materiality. For purposes of calculating the amount of Damages to which the HealthStream Indemnified Persons and the Shareholders 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.