Material Respects definition

Material Respects means any noncompliance, breach, violation, or inaccuracy, individually or in the aggregate, reasonably expected to cause Purchaser to incur Losses or cause the Property to suffer a diminution in value, in any case, in an amount equal to or greater than Three Million Four Hundred Twenty Three Thousand Dollars ($3,423,000).
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Material Respects all Material Respects" means:
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Examples of Material Respects in a sentence

  • The covenants contained in this Agreement required to be complied with or performed by Polaris on or before the Closing shall have been complied with or performed In All Material Respects.

  • Non-Employee Directors' Stock Option Plan that is substantially identical in all Material Respects to the National Service Industries, Inc.

  • Subject to Section 9.06 and effective as of the Operational Separation Date, Keysight shall establish Keysight Nonqualified Plans, each of which shall be substantially similar in all Material Respects as of immediately prior to the Operational Separation Date to the analogous Agilent Nonqualified Plan.

  • Similar in All Material Respects means that the construction materials, exhaust and inlet air system, and other design features are within the allowed tolerances for components identified in 310 CMR 7.26(54)(e)1.

  • Statements of complianceThe Financial statements have been prepared in accordance with the Kenya co-operative societies Act, and International financial Reporting Standards (IFRS) and comply in all Material Respects.

  • The representations and warranties of Seller contained herein shall be accurate in all Material Respects (except that the representation and warranty contained in the first sentence of Section 4.7 shall be true and correct in all respects) when made and as of the Closing Date (except as to matters arising from the date of this Agreement through Closing in the ordinary course of business).

  • The covenants contained in this Agreement required to be complied with or performed by Leo on or before the Closing shall have been complied with or performed In All Material Respects.

  • Purchaser and Parent shall have each performed all obligations and complied in all Material Respects with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing.

  • The Disclosure Statement Is Defective in Other Material Respects.

  • Researchers tend to ignore the “neutral” class under the hypothesis that neutral is less to learn sentiment from neutral texts contrast to positive or negative classes.

Related to Material Respects

  • 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).

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

  • 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.

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

  • 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.

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

  • Institutional Responsibilities means an investigator’s professional responsibilities on behalf of the University, which may include for example: activities such as research, research consultation, teaching, professional practice, University committee memberships, and service on panels such as Institutional Review Boards or data and safety monitoring boards.

  • 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.

  • 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 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.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

  • 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.

  • 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.

  • 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.

  • Material Company means, at any time:

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

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • 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.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law.

  • 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.

  • 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;

  • Occupational Health and Safety Act means the Occupational Health and Safety Act, 1993 (Act No 85 of 1993);

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;

  • 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.