Material Respect definition

Material Respect means (i) when used in connection with a representation, warranty, covenant, condition or agreement to be complied with or satisfied by the Company or Parent, as the case may be, that is qualified by materiality or by Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any respect (taking into account such qualifications as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be); and (ii) when used in connection with a representation, warranty, covenant, condition or agreement to be complied with or satisfied by the Company or Parent, as the case may be, which is not so qualified by materiality or by Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any material respect.
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Material Respect with respect to Section 10.1 being one which, disregarding any reference to materiality or Material Adverse Effect contained in the relevant representation, warranty or covenant, has a material impact on the value of the Subsidiary or on the ability of the Subsidiary to carry on the business of the Subsidiary in substantially the same manner as it was carried on by the Subsidiary immediately prior to the Closing. If Seller does not cure such condition within the Cure Period and Purchaser and Parent choose not to waive such condition, then Parent and Purchaser's sole remedy under the Agreement shall be as set forth in Article XIII.
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Material Respect with respect to Section 11.1 being one which has a material effect on Purchaser's ability to consummate this Agreement and the transactions contemplated herein. If Purchaser does not cure such condition within the cure period set forth above and Seller chooses not to waive such condition, Seller's sole remedy under the Agreement shall be as set forth in Article XIII.
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Examples of Material Respect in a sentence

  • False or Misleading in a Material Respect ...................................................

  • Element C: The Press Releases Contained Statements That, In A Material Respect And At The Time And In The Light Of The Circumstances Under Which They Were Made, Were Misleading Or Untrue or Did Not State Facts That Were Required To Be Stated Or That Were Necessary To Make The Statements Not Misleading The Impugned Press Releases State Resource Calculations And Not Drill Hole Results The Defence agrees with paragraphs 20, 21, 25 to 28 of the O.S.C. submissions, Exhibit S5 Volume II.

  • Business and Professions Code section 7109, subdivision (a): Willfully 27 Departing in a Material Respect from Good and Workmanlike Construction.


More Definitions of Material Respect

Material Respect means that either (A) the projected cost of repair (as determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) of such Project is more than ten percent (10%) of the amount set forth on Annex 1.1(i) corresponding to such Project, or (ii) the projected time for the complete repair of such Project (as determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) would give rise under a Material Contract to a counterparty’s right of termination for force majeure. In the case of an Event of Loss that does not damage or destroy a Project in any material respect, upon the applicable Closing the Sellers shall pay over to the Buyers all proceeds of applicable insurance they receive in respect of such Event of Loss (if any) and such other funds contributed by the Sellers that are sufficient (as mutually determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) to (A) repair or replace the damaged Project to a good operating condition and otherwise satisfying the representations and warranties contained in the Agreement, and (B) fully compensate the Buyers for all lost revenue associated with the Event of Loss (determined based on the estimated production of such Project for the period the Event of Loss impacts production as mutually agreed by the Parties or as set forth in the report of the independent engineer).
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Material Respect has the meaning assigned to such term in Sections 9.6 and 10.5.
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Material Respect has the meaning specified in Section 5.2(a).
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Material Respect means the issue may be systemic or it is significant in its own right.
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Material Respect means if it has any impact on the enforceability of the Loan Documents or with regard to the ability of the Bank to receive payment in full in cash of the Obligations;
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Related to Material Respect

  • Remedial response means a measure to stop and correct prohibited conduct, prevent prohibited conduct from recurring, and protect, support, and intervene on behalf of a student who is the target or victim of prohibited conduct.

  • Material Real Property means any fee owned Real Property located in the United States that is owned by any Loan Party with a fair market value in excess of $10,000,000 (at the Closing Date or, with respect to Real Property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith).

  • Initial Response means the first contact by a Support Representative after the incident has been logged and a ticket generated. This may include an automated email response depending on when the incident is first communicated.

  • CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

  • Financial responsibility means the ability to respond in damages for liability thereafter incurred

  • Official responsibility means administrative or operating authority, whether intermediate or final, to initiate, approve, disapprove or otherwise affect a procurement transaction, or any claim resulting therefrom.

  • parental responsibility , in relation to a child, means all the duties, powers, responsibilities and authority which, by law, parents have in relation to children.

  • Material Reduction means a ten percent (10%) differential;

  • Institutional Responsibilities means an Investigator’s professional responsibilities on behalf of the Institution, including activities such as research, teaching, clinical or other professional practice, academic activities, scholarly events, institutional committee memberships, and service on panels such as Institutional Review Boards or Data and Safety Monitoring Boards.

  • Material means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

  • Material Related Party Transactions means any transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

  • Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

  • Occupational Safety and Health Law means any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • material relationship means one actually known of a personal, familial or business nature between the Broker and affiliated licensees and a client which would impair their ability to exercise fair judgment relative to another client.

  • Imminent danger to the health and safety of the public means the existence of any condition or practice, or any violation of a permit or other requirement of this chapter in a surface coal mining and reclamation operation, which condition, practice, or violation could reasonably be expected to cause substantial physical harm to persons outside the permit area before such condition, practice, or violation can be abated. A reasonable expectation of death or serious injury before abatement exists if a rational person, subjected to the same conditions or practices giving rise to the peril, would not expose the person's self to the danger during the time necessary for abatement.

  • Clean Air Act or “Act” means the federal Clean Air Act, 42 U.S.C. §§ 7401-7671q, and its implementing regulations.

  • Corporate Social Responsibility means Corporate Social Responsibility (CSR) as defined in Section 135 of the Companies Act, 2013 and Companies Corporate Social Responsibility Policy) Rules, 2014;

  • Material Restricted Subsidiary any Restricted Subsidiary other than one or more Restricted Subsidiaries designated by the Borrower that in the aggregate do not constitute Material Subsidiaries.

  • Material Company means, at any time:

  • The "Clean Air Act means those provisions contained in 42 U.S.C. §§ 7401 to 7671q, and regulations promulgated thereunder.

  • CERCLIS means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

  • Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.

  • Environmental, Health and Safety Laws means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes.

  • Material Real Estate Asset means (i) (a) any fee-owned Real Estate Asset having a fair market value in excess of $250,000 as of the date of the acquisition thereof and (b) all Leasehold Properties other than those with respect to which the aggregate payments under the remaining term of the lease are less than $750,000 or (ii) any Real Estate Asset that the Requisite Lenders have determined is material to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any Subsidiary of the Borrower.

  • Clean Water Act or “CWA" means the federal Clean Water Act (33 U.S.C §1251 et seq.), formerly referred to as the Federal Water Pollution Control Act or Federal Water Pollution Control Act Amendments of 1972, Public Law 92-500, as amended by Public Law 95-217, Public Law 95-576, Public Law 96-483, and Public Law 97-117, or any subsequent revisions thereto.