Material Defect As defined in Section 2.02(c) hereof.
Material Document Defect As defined in Section 2.03(a) of this Agreement.
Warranty means any one of them.
Material of Environmental Concern means and includes pollutants, contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.
Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).
Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.
Manufacturer’s Warranty means the warranty supplied from time to time by the manufacturer of the Goods as at the date of the acceptance of the Statement of Work; “PPSA” means the Personal Property Securities Xxx 0000; “Price” means the amount specified within each Statement of Work (subject to any Variation) or as otherwise specified from the Company to the Customer representing the cost for the Works; “Related Work” means any additional building, carpentry, painting, plastering, plumbing or other work or other trades that the Customer requires, which are not to be carried out by the Company; “Services” means the services provided by the Company to the Customer as part of the Works, which may include without limitation the installation of Goods; “Services Delay Charge” means the services delay charge (if any) set out in the Statement of Work; “Services Interruption Event” means any interruption to a Works caused by; a Force Majeure Event, the Customer’s failure to carry out or perform any obligation required of it under this agreement which in the sole opinion of the Company does or may cause a delay in the Works and any other matter which in the reasonable opinion of the Company will cause an interruption or delay in the performance of the Works; “Statement of Work” means the details outlining the provision of the Works, which statement can be delivered verbally or in writing (including email) and may include (where applicable) an estimate or quotation (as specifically expressed as the case) of costs; “Variation” means a change in the Statement of Work including the specifications, scope, time of supply, price or scale of the Works and such variation shall form part of this agreement; “Workmanship” means a good and high quality and standard of delivery in connection with the Services performed; “Works” means the supply of Goods and the provision of Services to the Customer as per each Statement of Work;
Material Property means all Real Property owned in fee in the United States by any Credit Party, in each case, with a fair market value of $7,425,000 (as determined by the Borrower in good faith) or more, as determined (i) with respect to any Real Property owned by any Credit Party on the Closing Date, as of the Closing Date, and (ii) with respect to any Real Property acquired by a Credit Party after the Closing Date, as of the date of such acquisition.
Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.
Environmental Violation means any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law in any Material respect.
Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;
Adverse Environmental Condition means (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any of the Equipment.
Seller’s Actual Knowledge means the current actual knowledge of Xxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, and Xxxxxxx Xxxxxxx, without any inquiry. Seller represents and warrants that Xxxxxx Xxxxxxxx is the representative of Seller with principal administrative and oversight responsibility for the Property. The parties agree that (i) Seller's warranties and representations contained in this Agreement and in any document executed by Seller pursuant to this Agreement shall survive Buyer's purchase of the Property only for a period of one (1) year after the Close of Escrow (the "Limitation Period"), and (ii) Buyer shall provide actual written notice to Seller of any alleged breach of such warranties or representations and shall allow Seller thirty (30) days within which to cure such alleged breach, or, if such alleged breach cannot reasonably be cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within such thirty (30) days and diligently pursued. In no event is Seller obligated to cure any alleged breach. If Seller fails or elects not to cure such alleged breach after actual written notice and within such cure period, Buyer's sole and exclusive remedy shall be an action at law for damages, but in no event lost profits or punitive damages, which must be commenced, if at all, within the Limitation Period; provided, however, that if within the Limitation Period Buyer gives Seller written notice of such alleged breach and Seller commenced to cure and thereafter terminates such cure effort, Buyer shall have an additional sixty (60) days from the date that Seller notifies Buyer in writing that Seller has terminated its cure effort within which to commence such an action.
Material Loss means an uninsured:
Knowledge of Seller or Seller’s Knowledge or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Seller, after due inquiry.
Repeat violation means a violation of the same regulation in any location by the same person for which voluntary compliance previously has been sought within two years or a notice of civil violation has been issued
materiality means the point at which the net asset value of the Share class is impacted to the extent described in Section 2.04(a)(iii) below;
Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.
Representation means any representation as to fact or law, including a representation as to the state of mind of—
Environmental Affiliate means any agent or employee of any Borrower or any other Relevant Party or any person having a contractual relationship with any Borrower or any other Relevant Party in connection with any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Ship;
Document Defect As defined in Section 2.03(a).
Material Gas Imbalance means, at any time, with respect to all Gas Balancing Agreements to which any Credit Party is a party or by which any Mineral Interest owned by any Credit Party is bound, a net gas imbalance at such time to all such Credit Parties in excess of, in the aggregate, three percent (3%) of the Borrowing Base then in effect.
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.
Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.
Tax Warranty means a representation or warranty in Sections 3.17 or 3.19.
Adverse Effect has the meaning assigned to such term in Section 2.1.5;