Materiality Qualification definition

Materiality Qualification means, with respect to representations and warranties of Fleetmatics, all express qualifications or exceptions contained therein based on materiality (including any qualification related to the presence or absence of a Fleetmatics Material Adverse Effect) including all usages of “material,” “materially adverse,” or equivalent qualifiers;
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Materiality Qualification means any term, expression, word or combination thereof that qualifies a representation, warranty or other statement made with respect to "materiality," "in all material respects," or insofar as any misstatement of such representation, warranty or other statement would result in or reflect a "Material Adverse Effect," or words or terms of similar import, and
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Materiality Qualification means any qualification by reference to the terms “in any material respect”, “material”, “materially”, “material adverse effect” or any similar term or any term having a similar meaning. For the avoidance of doubt, Purchaser may not terminate this Agreement due to a breach of Seller’s representations or warranties hereunder (and the condition set forth in this Section 7.2 shall be deemed satisfied notwithstanding such breach), unless such breach would constitute or result in a Purchaser MAE.
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Examples of Materiality Qualification in a sentence

  • Accordingly, Damages recoverable under this section 9 shall be determined as though no Materiality Qualification and no Knowledge Qualification were contained in or applied with respect to any representation or warranty contained in this Agreement.

  • Materiality Qualification 60 10.1. Confidential Nature of Information 60 10.2. No Public Announcement 60 10.3. Notices 61 10.4. Successors and Assigns.

  • Accordingly, Damages recoverable under this Section 10 shall be determined as though (i) no Materiality Qualification and no Knowledge Qualification were contained in or applied with respect to any representation or warranty contained in this Agreement, and (ii) the word "notice" did not exist in Section 5.10(g).

  • For purposes of this Article VIII only, the representations and warranties made in Section 2.11 (Tax Matters) shall be deemed to have been given without any Materiality Qualification contained therein.

  • For purposes of this ARTICLE IX, as to any representation or warranty, covenant, obligation or undertaking herein that contains a Materiality Qualification, such Materiality Qualification shall be disregarded for purposes of determining the amount of Loss and/or Expense incurred by Buyer or Seller, as applicable.

  • Buyer's Knowledge; Effect on Seller Representations and Warranties; Effect of Materiality Qualification.

Related to Materiality Qualification

  • materiality means the point at which the net asset value of the Share class is impacted to the extent described in Section 2.04(a)(iii) below;

  • Minimum Qualifications means the requirements of education, training, experience and other basic qualifications for a job.

  • Request for Qualifications means all materials and

  • Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

  • Statement of Qualifications means a written statement submitted to a procurement unit in response to a request for statement of qualifications.

  • pre-qualification means a screening process designed to ensure that invitations to bid are confined to capable providers;

  • Monthly Qualification Cycle means a period beginning one (1) Business Day prior to the first day of the current Statement Cycle through one (1) Business Day prior to the close of the current Statement Cycle.

  • Materiality Threshold means limits for related party transactions beyond which the shareholders' approval will be required as specified in Companies Act, 2013 and rules thereof and amendments thereto.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Qualification Date means the date as of which the Offering Statement was or will be qualified with the Commission pursuant to Regulation A, the Act and the Rules and Regulations; and

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Qualification Requirements means the qualification requirements as set forth in Section-2, Clause 2.1 of this RFP;

  • Prequalification means the process set out in the Rules for determining whether an applicant is eligible to bid in a capacity auction in respect of a CMU;

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Impermissible Qualification means, relative to the opinion or certification of any independent public accountant as to any financial statement of the Borrower, any qualification or exception to such opinion or certification:

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • Qualification Period means the period of time in which a CDC Owner, Operator or a Qualified Colocation Tenant is eligible for Program benefits and means specifically (a) in respect to a CDC Owner or Operator, as defined in subsection IX.A. and (b) in respect to a CDC Qualified Colocation Tenant, as defined in subsection IX.B.

  • Qualification Defect With respect to a Mortgage Loan, (a) a defective document in the Mortgage File, (b) the absence of a document in the Mortgage File, or (c) the breach of any representation, warranty or covenant with respect to the Mortgage Loan made by the Company, but, in each case, only if the affected Mortgage Loan would cease to qualify as a “qualified mortgage” for purposes of the REMIC Provisions.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Qualifications , in relation to an employee, means any degree, diploma or other academic, technical or professional qualification relevant to the position which he held.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Additional Representation has the meaning specified in Section 3.