Common use of Materiality Qualifiers Clause in Contracts

Materiality Qualifiers. The parties hereto acknowledge and agree that certain representations and warranties contained in Articles IV, Article V, and Article VI are qualified by references to materiality, material respects, and the like, or by matters having or not having a Material Adverse Effect (collectively, “Materiality Qualifiers”). For purposes of determining whether there has been a breach of any representation or warranty in this Agreement, including the Schedules and Exhibits hereto, or in any certificate furnished in connection with this Agreement, and the amount of damages incurred as a result of any breach, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed and the amount of damages calculated without regard to any Materiality Qualifiers therein contained except in the case of the definition of “Material Agreement.”

Materiality Qualifiers. The parties hereto acknowledge and agree that certain representations and warranties contained in Articles IVArticle 4, Article V5, and Article VI 6 are qualified by references to materiality, material respects, respects and the like, or by matters having or not having a Material Adverse Effect (collectively, “Materiality Qualifiers”). For purposes of determining the amount of Losses attributable to a breach of a representation or warranty in this Agreement but not for purposes of determining whether there has been a breach of any representation or warranty in this Agreement, including the Schedules and Exhibits hereto, or in any certificate furnished in connection with this Agreement, and the amount of damages incurred as a result of any breach, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed and the amount of damages calculated without regard to any Materiality Qualifiers therein contained contained; except in the case of (a) the definition of “Material Agreement” or (b) the representations and warranties set forth in the preamble of Section 5.8.”