Common use of The Standard Clause in Contracts

The Standard. No representation or warranty of Target contained in Article 4 shall be deemed untrue or incorrect, and Target shall not be deemed to have breached a representation or warranty, in any case as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in Article 4 has had or is reasonably likely to have a Material Adverse Effect on Target (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 4.8, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 4.2(i), 4.3(a), 4.3(b)(i), and 4.21, which shall be true and correct in all material respects and the representations and warranties in Sections 4.4(a), 4.4(c), 4.7(iv) and 4.8, which shall be true and correct in all respects (except for inaccuracies in Sections 4.4(a) and 4.4(c) that are de minimis in amount).

The Standard. No representation or warranty of Target Buyer or Sub contained in Article 4 5 shall be deemed untrue or incorrect, and Target Buyer and Sub shall not be deemed to have breached a representation or warranty, in any case as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in Article 4 5 has had or is reasonably likely to have a Material Adverse Effect on Target Buyer (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 4.85.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 4.2(i5.2(i), 4.3(a), 4.3(b)(i5.3(a), and 4.215.3(b)(i), which shall be true and correct in all material respects respects, and the representations and warranties in Sections 4.4(a), 4.4(c), 4.7(ivSection 5.6(iv) and 4.85.7, which shall be true and correct in all respects (except for inaccuracies in Sections 4.4(a) and 4.4(c) that are de minimis in amount)respects.

The Standard. No representation or warranty of Target contained in Article 4 shall be deemed untrue or incorrect, and Target shall not be deemed to have breached a representation or warranty, in any case as a consequence or result of the existence or absence of any fact, circumstance, change or event event, unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in Article 4 has had or is reasonably likely to have a Material Adverse Effect on Target (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 4.84.8(a), all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 4.2(i4.2(a) (first and third sentences only), 4.2(b), 4.3(a), 4.3(b)(i), 4.4(b), 4.23 and 4.214.29, which shall be true and correct in all material respects respects, and the representations and warranties in Sections 4.4(a), 4.4(c), 4.7(iv) and 4.84.8(a), which shall be true and correct in all respects (except for inaccuracies in Sections 4.4(a) and 4.4(c) that are de minimis in amount).

The Standard. No representation or warranty of Target Buyer contained in Article 4 5 shall be deemed untrue or incorrect, and Target Buyer shall not be deemed to have breached a representation or warranty, in any case as a consequence or result of the existence or absence of any fact, circumstance, change or event event, unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in Article 4 5 has had or is reasonably likely to have a Material Adverse Effect on Target Buyer (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 4.85.8(a), all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 4.2(i5.2 (first sentence only), 4.3(a5.3(a), 4.3(b)(i5.3(b)(i), 5.4(b) and 4.215.17, which shall be true and correct in all material respects respects, and the representations and warranties in Sections 4.4(a5.4(a), 4.4(c5.4(c), 4.7(iv5.7(iv) and 4.85.8(a), which shall be true and correct in all respects (except for inaccuracies in Sections 4.4(a) and 4.4(cSection 5.4(a) that are de minimis in amount).