Materiality Defined Sample Clauses
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Materiality Defined. For purposes of this Agreement, the term "Material Adverse Effect" means: (i) with respect to the Company, a material adverse effect on: (A) the business, operations, condition (financial or otherwise) or results of operations of the Company taken as a whole; or (B) either of the parties' ability to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement; and (ii) with respect to Buyer, a material adverse effect on: (A) its business, assets, properties, operations, condition (financial or otherwise) or results of operations taken as a whole; or (B) either of the parties' ability to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
Materiality Defined. “Material” or “materiality” or “materially” or “materially and adversely affect” as used in this Agreement with respect to Seller shall mean a claim, encumbrance or occurrence (including without limitation a breach of warranty or violation by Seller) that could lessen the value of the Assets by, or cause damages of, at least $25,000.00.
Materiality Defined. For purposes of this Article 6, a condition to closing will be considered "material" if, in the aggregate, all adverse conditions applicable to Seller or Purchaser, as the case may be (offset by all beneficial conditions, if any arising since August 23, 1998), equal or exceed $175,000 of operating income.
Materiality Defined. For purposes of this Section 3(d), damage or destruction to a part of the Property shall be deemed to be "material" in the event that (a) fifteen percent (15%) of the net rentable square feet within any Building is taken or damaged, (b) HIW's Professional's estimate of the cost of repairing or restoring the same is greater than $1,000,000.00, or (c) HIW's Professional's estimate of the time required to effect such repairs or restoration is in excess of one hundred eighty (180) days.
Materiality Defined. For purposes of this Agreement, each reference to any material adverse effect upon the financial condition, operation, or prospects of the Software Business (including under ownership by Buyer) or the Assets, or any other reference to a material item or circumstance, shall be construed to include any act, omission, event, or circumstances that would entail loss, liability, damage, or expense to Buyer (with respect to the rights and benefits expected by Buyer to be obtained under this Agreement) of $5,000 in any single instance, whether under one or more representations, warranties, covenants, or agreements contained herein, or $25,000 in the aggregate, taken as a whole under all representations, warranties, covenants, and agreements contained herein.
Materiality Defined. For purposes of this Agreement, each reference to any "Material" adverse effect upon the Assets or any other reference to a "Material" deviation, item or circumstance, shall be construed to include any act, omission, event, or circumstances that would entail loss, liability, damage, or expense to Buyer (with respect to the rights and benefits expected by Buyer to be obtained under this Agreement) equal to or in excess of $50,000 in any single event or circumstance, or $100,000 in the aggregate, whether under one or more representations, warranties, covenants, or agreements contained herein, or taken as a whole under all representations, warranties, covenants, and agreements contained herein. Notwithstanding the foregoing, failure of Seller to deliver any of the Inventory shall be deemed "Material".
Materiality Defined. For purposes of this Agreement, each reference to any material adverse effect upon the Assets, or any other reference to a material item or circumstance, shall be construed to include any act, omission, event, or circumstances that would entail loss, liability, damage, or expense to Buyer (with respect to the rights and benefits expected by Buyer to be obtained under this Agreement) of $50,000 in any single instance, whether under one or more representations, warranties, covenants, or agreements contained herein, or $200,000 in the aggregate, taken as a whole under all representations, warranties, covenants, and agreements contained herein.
Materiality Defined. For purposes of this Article VIII, material and -------------------- materiality is hereby defined as any matter in excess of $25,000.00 chargeable to the interests of Seller per occurrence.
Materiality Defined. Material" or "materiality" or "materially" or "materially and adversely affect" as used in this Agreement with respect to Seller shall mean a claim, encumbrance or occurrence (including without limitation a breach of warranty or violation by Seller) that could lessen the value of the Assets by, or cause damages of, at least $100,000 or encumber or adversely affect more than 2,000 acres of Timberlands in the aggregate.