A materiality scrape provision works to disregard for purposes of indemnification, any materiality or material adverse effect qualifiers found in representations.
Here’s a typical rendering of the provision: “For purposes of this indemnification section, the representations and warranties made by the Seller in this Agreement shall not be deemed qualified by any references to materiality or Material Adverse Effect.” [This provision was provided by Tyler B. Dempsey, a partner at Troutman Sanders.]
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