August 22, 2003
MATERIALITY RELATED BLOG GENERATES STIR
MATERIALITY RELATED BLOG GENERATES STIR IN BLOGGING COMMUNITY.
O.K., not really, but it sounds good, doesn’t it? Anyway, for those readers who might not have access to “bring down condition” language that eliminates, at least in the walk right arena, the problem of double materiality, we thought we would take the liberty of posting an example, as follows:
“ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects, in each case on the date hereof and at the Effective Time (unless the representations and warranties address matters as of a particular date, in which case they shall remain true and correct in all material respects as of such date); provided, however, if any such representation or warranty shall be subject of a qualification as to “materiality,” such qualified representation and warranty shall be true and correct in all respects, in each case on the date hereof and at the Effective Time (unless the representations and warranties address matters as of a particular date, in which case they shall remain true and correct in all respects as of such date).”
If you think is fun (and who wouldn’t) just wait until we drop in an MAE condition!
(Comments? Gripes? Pls feel free to email us: wilson.chu@haynesboone.com or lglasgow@gardere.com )