Common use of Threshold for Materiality Clause in Contracts

Threshold for Materiality. For purposes of this Article VII, an event shall be deemed “material” or a “Material Adverse Effect” (as such terms are used in any representation or warranty contained in Article III or IV) and shall be deemed to have occurred, if the aggregate of all Losses relating to any such representation or warranty shall exceed $250,000; provided that if the amount of any Loss relating to a representation or warranty shall exceed $100,000, such amount in excess of $100,000 shall count towards the threshold in Section 7.2(c)(i) in respect of the Purchaser Indemnified Parties or Section 7.2(d)(i) in respect of the Seller Indemnified Parties, as applicable; provided, however, that solely with respect to the representations and warranties set forth in Section 3.12, an event shall be deemed a “Material Adverse Effect” (as such term is used in Section 3.12) and shall be deemed to have occurred, if the aggregate of all Losses relating to a claim exceeds the dollar amount of the litigation reserve established in the Final Statement for such claim; provided that if the amount of any Loss relating to the representations and warranties set forth in Section 3.12 shall exceed the litigation reserve established in the Final Statement for such claim, such amount in excess of the litigation reserve established in the Final Statement for such claim shall count towards the threshold in Section 7.2(c)(i) in respect of the Purchaser Indemnified Parties. Solely for purposes of Article III, the term “Material Adverse Effect” shall apply to the non-disclosure or qualification of a particular matter, and no such matter shall be aggregated with any other matter in determining whether a Material Adverse Effect would reasonably be expected to have occurred; provided, however, if any such matters, when aggregated, total $1,000,000 or more, then all such matters shall be aggregated in determining whether a Material Adverse Effect would reasonably be expected to have occurred; provided that this sentence shall not modify or interpret Section 6.3(a).