Materiality Standard. For purposes of this Section 13, damage to the Property or a taking of a portion of the Real Property shall be deemed to involve a material portion thereof if the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage or the amount of the condemnation award with respect to such taking shall exceed five percent (5%) of the Purchase Price.
Materiality Standard. The Parties have agreed upon the Threshold Amount as a means of applying a materiality standard to the amount of any claim that the Parties may have against each other resulting from a breach of a representation or warranty. Therefore, for purposes of determining whether any breach of the representations or warranties of the Seller or the Buyer, as the case may be, has occurred and for purposes of calculating the Threshold Amount (including the amounts needed to reach the Threshold Amount), each of the Seller’s and the Buyer’s representations and warranties that contain any qualification as to materiality or Material Adverse Effect shall be deemed and interpreted to be a representation or warranty as to such items made without such qualification, except for each of the following (which shall continue to have all such qualifiers for all purposes herein): (i) clause (b) of Section 4.5; (ii) Section 4.6(d)(2); (iii) clause (xii) of Section 4.7(a); (iv) the second sentence of Section 4.10; (v) the last sentence of Section 4.13(a); (vi) the second sentence of Section 4.14(l); and (vii) Section 4.22.
Materiality Standard. 44 11.10 Remedies Exclusive. ..................................................................................................................................................... 44 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................................................................ 44 12.1 Amendment; Waiver. ................................................................................................................................................... 44 12.2 Entire Agreement. ......................................................................................................................................................... 44 12.3 Severability. ................................................................................................................................................................. 44 12.4 No Assignment; Parties in Interest. .............................................................................................................................. 45 12.5 Fees and Expenses. ....................................................................................................................................................... 45 12.6 Notices. ....................................................................................................................................................................... 45 12.7 Counterparts. ............................................................................................................................................................... 46 12.8 Governing Law; Jurisdiction. ...................................................................................................................................... 46 12.9 Interpretation, Construction. ........................................................................................................................................ 47 12.10 Disclosure. ................................................................................................................................................................... 47 12.11 Time of the Essence. .................................................................................................................................................... 48
Materiality Standard. Solely for purposes of this Article XI, if any representation or warranty contained herein, in Sellers’ Certificate or in Purchaser’s Certificate is limited or based upon materiality, including the terms “material”, “materially” or “material adverse effect” (excluding such references in the defined term “Material Contracts” as such term is used in Section 5.6 and such references in Sections 5.11 and 5.13(a)), such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining the amount of any Loss arising from a breach thereof.
Materiality Standard. For purposes of this Section 13, damage to the Real Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if (a) the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage or the amount of the condemnation award with respect to such taking shall exceed five percent (5%) of the Purchase Price, (b) such damage or taking results in access to the Property being materially impaired, or (c) such damage or termination results in more than ten percent (10%) of the parking spaces being taken or being no longer usable.
Materiality Standard. 42 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
Materiality Standard. For purposes of Section 7.1 and Section 7.6 -------------------- ----------- ----------- above (and only for such purposes), the parties agree that one or more circumstances or events shall not be deemed to be "Material" if the aggregate adverse economic effect of such circumstances or events does not exceed 10% of the Purchase Price. The parties agree that the 10% standard in this Section 7.7 ----------- shall not be an admission on the part of either of them that any other issues involving an interpretation of the term "material" or any derivation thereof as it appears other than in Section 7.1 or Section 7.6 hereof shall be addressed in ----------- ----------- the context of such standard, and the parties expressly and forever covenant and agree that they will not use this Section 7.7 in making any such interpretation. -----------
Materiality Standard. All of the Company's or the Seller's representations and warranties contained in this Section 3.1 shall be subject to the following standard of materiality. The Company and/or the Seller shall not be deemed to be in breach or default of any of such representations and warranties unless the Purchaser sustains damage or loss (net of any tax benefit) resulting from such breach in an amount in excess of Twenty-Five Thousand Dollars ($25,000) in any one instance or Fifty Thousand Dollars ($50,000) in the aggregate.
Materiality Standard. For purposes of this Section 13, a taking of a portion of the Property shall be deemed to involve a material portion thereof if the amount of the condemnation award, or settlement in lieu of condemnation, with respect to the taking either (a) exceeds one percent (1%) of the Purchase Price, or in the absence of a condemnation award (or settlement in lieu of condemnation), the value of the Property subject to the taking is estimated by a certified appraiser to exceed one percent (1%) of the Purchase Price, or (b) results in a material impairment to Buyer’s access to the Property or the availability of parking for the Property, or (c) materially impairs the development potential of the Unimproved Land for Buyer’s intended development.
Materiality Standard. For purposes of this Section 13, damage to any Real Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if (i) the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage shall exceed [***], or the amount of the condemnation award with respect to such taking shall exceed [***], (ii) it causes access to or parking on the Property to be adversely affected and the quantifiable monetary effect of the same exceeds [***], (iii) it results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property and the quantifiable monetary effect of the same exceeds [***], (iv) it entitles a Must Have Tenant to terminate its Lease, or (v) with respect to a casualty, there is any damage which is not fully insured (other than any applicable deductible) and for which Buyer will not receive, at Seller’s election, a credit in the amount of the uninsured portion of such damage upon the Closing.
