Materiality Qualifications definition

Materiality Qualifications means, with respect to the representations, warranties, covenants and agreements of any party, all qualifications or exceptions contained therein based on materiality (including any qualifications related to the presence or absence of a Material Adverse Effect) and all usages of “material,” “in all material respects,” “in any material respect,” “would not be material,” “would not reasonably be expected to be material” or similar qualifiers.
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Materiality Qualifications means all references to the terms “material” (and variations thereof) and the term “Material Adverse Effect” included in the representations and warranties set forth in Article V and Article VI (other than such references included in Section 5.6, clause (ii) of Section 5.7(a), Section 5.12(c) and Section 5.13).
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Materiality Qualifications means, with respect to the representations, warranties, covenants and agreements of any Party, all qualifications or exceptions contained therein based on materiality (including any qualification related to the presence or absence of a Material Adverse Effect) and all usages of “material,” “in all material respects,” “in any material respect,” “would not be material,” “would not reasonably be expected to be material” or similar qualifiers.
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Examples of Materiality Qualifications in a sentence

  • Each Fundamental Representation of the Purchaser and the Guarantors contained in this Agreement shall be true and correct (without giving effect to any Materiality Qualifications contained therein) in all material respects as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct in all material respects as of such other time).

  • Each Fundamental Representation of the Seller contained in this Agreement shall be true and correct (without giving effect to any Materiality Qualifications contained therein) in all material respects as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct in all material respects as of such other time).

  • Notwithstanding any such qualification, it is the intention of the parties that the only purpose of the Materiality Qualifications and the Knowledge Qualifications is to determine whether the representations and warranties contained in this Agreement are true and correct for purposes of the parties' condition to consummate the transactions contemplated at the Closing.

  • For the avoidance of doubt, the disregarding of Materiality Qualifications pursuant to the preceding sentence shall only relate to the determination of the amount of Loss, not to whether there was a breach of such representation, warranty or statement.

  • Each Fundamental Representation of the Purchaser contained in this Agreement shall be true and correct (without giving effect to any Materiality Qualifications contained therein) in all material respects as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct in all material respects as of such other time).

  • Such a meeting must be convened by the Board of Directors within forty (40) calendar days if the net assets of the Company become less than two thirds of the minimum capital required by law The meeting, for which no quorum shall be required, shall decide on the dissolution by a simple majority of Shares represented at the meeting.

  • In this Article VI, for purposes calculating the amount of Losses directly caused by a breach of a representation or warranty, all Materiality Qualifications contained in such representations and warranties or such certificates shall be disregarded other than (i) the Material Qualifications set forth in the Sections 3.6, 3.12(a) (and the definition of “Company Contract” contained therein), and 3.32.

  • Notwithstanding any such qualification, for the purpose of determining whether the Buyer Group has sustained Damages, all of such representations and warranties shall be read as if such Materiality Qualifications and Knowledge Qualifications did not exist (and Section 5.10(g) will be read as if the word "notice" did not exist) and all such Damages shall be included for purposes of determining whether the threshold in section 10.6(a) was met.

  • The exceptions and qualifications to the representations and warranties in this Article 3 that are based upon such exceptions and qualifications not being “material” or being “in all material respects,” or not having or would or could not reasonably be expected to result in a Company Material Adverse Effect, or any similar exception or qualification (collectively, “ Materiality Qualifications ”), have not and will not, individually or in the aggregate, have a Company Material Adverse effect.

  • In this ARTICLE VII, for the purposes of calculating the amount of Losses directly caused thereby, all Materiality Qualifications contained in such representations and warranties or such certificates shall be disregarded.


More Definitions of Materiality Qualifications

Materiality Qualifications means any “material”, “materially”, or “in all material respects”, “Company Material Adverse Effect” and similar qualifications contained in any representations and warranties under this Agreement, the Disclosure Schedule, or any other certificate, document, writing or instrument delivered by or on behalf of the Company or DFJ pursuant to this Agreement.
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Materiality Qualifications means any “material,” “materially”, “in all material respects”, “Material Adverse Effect” and similar qualifications contained in any representations and warranties under this Agreement, the Company Disclosure Letter or any other certificate, document, writing or instrument delivered by or on behalf of the Company pursuant to this Agreement.
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Materiality Qualifications means that references to "material" and words of similar import shall, for such purpose, be considered to have been deleted from the text herein and that references to exclusions or other qualifications for items that would not, individually or in the aggregate, have or cause a Company Material Adverse Effect or phrases of similar import shall, for such purposes, be considered to have been deleted from the text herein.
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Related to Materiality Qualifications

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • 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.

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

  • 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).

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

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

  • 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

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

  • 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).

  • 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).

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

  • 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;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

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

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.