Common use of Materiality Scrape Clause in Contracts

Materiality Scrape. For purposes of this Article VII, in determining whether there has been an inaccuracy in or breach of any representation or warranty and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty shall be read without regard and without giving effect to any materiality qualifications contained therein (including the terms “material”, “material adverse effect”, “Material Adverse Effect” or any similar terms), except, with respect to this Section 7.8, the following references shall not be disregarded: (i) use of the word “Material” as used in the defined terms “Material Adverse Effect,” “Material Contract,” “Material Shared Contract” and “Purchaser Material Adverse Effect,” (ii) references to materiality contained in each of Section 4.6(b), Section 4.9(a), Section 4.12(a), Section 4.12(b), Section 4.13(a), Section 4.17(a), Section 4.17(b), Section 4.18(a), (iii) references to a Material Adverse Effect contained in Section 4.7(a).

Appears in 2 contracts

Sources: Stock and Asset Purchase Agreement (Icu Medical Inc/De), Stock and Asset Purchase Agreement (Icu Medical Inc/De)