Material Portion Clause Samples

The "Material Portion" clause defines what constitutes a significant or substantial part of a subject matter within a contract, such as goods, services, or intellectual property. In practice, this clause sets a threshold—often by percentage, value, or importance—above which a portion is considered material and thus subject to specific contractual rights or obligations, like triggering remedies or requiring consent for transfer. Its core function is to provide clarity and prevent disputes by establishing when a part of the whole is significant enough to warrant special treatment under the agreement.
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Material Portion. 59 May...............................................................................................................
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Material Portion. Any portion of any Hotel which, if removed, would ----------------- result in a decrease of more than 15% of the value of such Hotel (such value to equal the portion of the Purchase Price allocated thereto pursuant to Section 3.03).
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Material Portion. 50 Notice...........................................................................................................51 Oak Park Mall.....................................................................................................6 Oak Park Property Owner...........................................................................................6
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Material Portion. As used herein, damage or destruction, or a taking, of a “material portion” of the Properties, shall mean (i) any damage or destruction to any one (1) Hotel which can be repaired or restored to the prior existing condition only at a cost in excess of ten percent (10%) of its Allocable Purchase Price and, in the case of more than one (1) Hotel, twenty percent (20%) of the Purchase Price, or (ii) any taking that impairs the value of any one (1) Hotel in excess of ten percent (10%) of its Allocable Purchase Price and, in the case of more than one (1) Hotel, twenty percent (20%) of the Purchase Price.
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Related to Material Portion

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • No Winding-up It has not taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against it for its reorganisation, winding-up, dissolution or administration or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of its assets.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.