Materiality Standards Sample Clauses

Materiality Standards. For purposes of determining those Losses --------------------- arising from breaches of representations, warranties or covenants that will be considered immaterial in nature and accordingly not subject to indemnification hereunder, the Buyer and the Seller and Services have agreed to use predictable dollar thresholds as provided in this Section 9.3. Accordingly, the Buyer and the Seller and Services agree that with respect to any representation, warranty or covenant referred to in Section 9.1(i) or (ii) or 9.2(i) or (ii), if such representation, warranty or covenant contains a materiality qualification (e.g., ---- "Material Adverse Effect" "material," "materially," "material to Xxxx-Star," "in all material respects," or similar qualifiers), such materiality qualification shall be deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if the Buyer or the Seller and Services or their affiliated parties entitled to indemnification pursuant to Section 9.1 or Section 9.2 ("Indemnified Buyer Parties" and "Indemnified Seller Parties", ------------------------- -------------------------- respectively), as applicable, incurs or is alleged to have incurred Losses in excess of $2,500 in connection with the matter or event to which such representation, warranty or covenant relates.
Sample 1
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Materiality Standards. Once it has been determined that there ----------- --------- has been a breach of a representation, warranty or covenant of this Agreement, for purposes of the measure of harm under this Article IX, the existence and extent of any inaccuracy in or breach of such representation or warranty or covenant contained in this Agreement or in any certificate or instrument delivered pursuant to the express terms hereof shall be determined by reading such representation or warranty or covenant as if all materiality standards contained in such representation or warranty (i.e., without reference to the qualifiers "material," "materiality," "material to the Company taken as a whole," and "in all material respects" or similar qualifiers), had been deleted from such representation or warranty or covenant in their entirety.
Sample 1
Materiality Standards. Once it has been determined that there has been a breach of a representation, warranty or covenant for purposes of the measure of harm pursuant to this Section 16, the existence and extent of any inaccuracy in or breach of any representation or warranty or covenant contained in this Agreement or in any certificate or instrument delivered pursuant to the express terms hereof shall be determined by reading the representation or warranty or covenant that is inaccurate or breached as if all materiality standards related to such breach contained in such specific representation or warranty or covenant, as applicable, had been deleted from such representation or warranty or covenant in their entirety.
Sample 1

Related to Materiality Standards

  • Quality Standards Each Party agrees that the nature and quality of its products and services supplied in connection with the other Party's Marks will conform to quality standards set by the other Party. Each Party agrees to supply the other Party, upon request, with a reasonable number of samples of any Materials publicly disseminated by such Party which utilize the other Party's Marks. Each Party will comply with all applicable laws, regulations, and customs and obtain any required government approvals pertaining to use of the other Party's marks.

  • Service Level Standards The parties agree to negotiate in good faith certain service level standards that, once agreed upon, will be incorporated into this Agreement subsequent to the effective date of the Agreement.

  • Standards The Employee shall perform his duties under this Agreement in accordance with such reasonable standards expected of employees with comparable positions in comparable organizations and as may be established from time to time by the Board of Directors.

  • Quality Service Standards/NAV Errors Price Associates and the Fund may, from time to time, agree to certain quality service standards, with respect to the Services hereunder. In the event Price Associates is the party responsible for causing an error in the computation of the net asset value for a Fund or share class of a Fund (“NAV Error”), the actions that are required to be taken as to such NAV Error shall be made in accordance with the Fund’s Net Asset Value Error Correction Policy and Procedures (“NAV Error Policy”) attached hereto as Schedule II.

  • Servicer Eligibility Standards To service Mortgage Loans under this Agreement the Servicer must satisfy the eligibility standards set forth in this Section 4.1 initially and at all times thereafter.

  • Quality Service Standards Price Services and the Fund may from time to time agree to certain quality service standards, as well as incentives and penalties with respect to Price Services’ Services hereunder.

  • Functional Requirements The EPDS shall perform the following functions under the Conditions and Operational Scenarios specified below:

  • Product Specifications The Company agrees that all Products sold to Xxxx hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.

  • Standards for Determining Commercial Reasonableness Borrower and Silicon agree that a sale or other disposition (collectively, "sale") of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable: (i) Notice of the sale is given to Borrower at least seven days prior to the sale, and, in the case of a public sale, notice of the sale is published at least seven days before the sale in a newspaper of general circulation in the county where the sale is to be conducted; (ii) Notice of the sale describes the collateral in general, non-specific terms; (iii) The sale is conducted at a place designated by Silicon, with or without the Collateral being present; (iv) The sale commences at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the purchase price in cash or by cashier's check or wire transfer is required; (vi) With respect to any sale of any of the Collateral, Silicon may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same. Silicon shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable.

  • Liability; Standard of Care Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement.

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