Material Damages definition

Material Damages means a monetary assessment that the Vendor shall pay CTS should they fail to complete Installation and handoff by the agreed upon date in Section 6.6.3.
Material Damages and “Materially Damaged” have the meanings specified in Section 5.11.
Material Damages or "material harm" shall be the level of, and shall be measured as to, what could result in, or could reasonably be expected to result in, "material damages" or "material harm" to the business of the Company and its Subsidiaries, taken as a whole, and not the level or measure of what could result in, or could reasonably be expected to result in, "material damages" or "material harm" on Parent and its Subsidiaries, taken as a whole and (z) the result shall be with respect to Parent and its Subsidiaries), (ii) seeking to (A) prohibit or limit in any respect the ownership or operation by the Company or any of its Subsidiaries or by Parent or any of its Subsidiaries of any portion of any business or of any assets of the Company and its Subsidiaries or Parent and its Subsidiaries, (B) compel the Company or any of its Subsidiaries or Parent or any of its Subsidiaries to divest or hold separate any portion of any business or of any assets of the Company and its Subsidiaries or Parent and its Subsidiaries, as a result of the Merger or (C) impose any obligations on Parent or any of its Subsidiaries or the Company or any of its Subsidiaries to maintain facilities, operations, places of business, employment levels, products or businesses or other obligation relating to the operation of their respective businesses or (iii) seeking to obtain from the Company, Parent or Merger Sub any damages, payments, covenants or legally binding assurances, which suit, action or proceeding in the case of clauses (ii) and (iii) above would have, or would be reasonably likely to have, individually or in the aggregate, a Negative Regulatory Action.

Examples of Material Damages in a sentence

  • Damages from one Party towards the other Party shall be limited to Direct Material Damages which have a causal link with the fault(s) and amounts determined in Article 10.2 of the present attachment.

  • Theft or accidental Material Damages to your vehicle on the condition that it cannot be repaired, found or replaced before the holiday start date.

  • Damages from one Party towards the other Party shall be limited to Direct Material Damages which have a causal link with the fault(s) and the damages determined in Article 5.2 of these General Conditions.

  • In the execution of any works or service rendering at the premises of Pfizer, the Vendor shall be responsible for the appropriate insurance coverage, and the confirmation of the latter shall be timely presented to Pfizer; it shall include an insurance against Accidents at Work and Professional Diseases; an insurance of Civil Liability against Physical and Material Damages and also a Car Insurance of Civil Liability against Physical and Material Damages.

  • Bodily Injuries or Material Damages are not covered if the cause of the accident is a contractual error.

  • This message has been predicted as Material Damages because of the presence of words denoting materials (like cable) which is not in accordance to the manual annotation that considers it as Non Useful since it targets a non ecological crisis.

  • Claims by neighbours and Third Parties - the financial consequences of your liability, pursuant to articles 1240 and 1242 of the French Civil Code, for the Material Damages caused by neighbours and third parties, and for which the Rental Liability coverage above has come into play.

  • The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas.

  • The Insurer will indemnify the Insured Person up to the limit of EUR 1.500.000 (Bodily Injury and material Damage combined) in respect of any actual financial liability incurred by the Insured Person under any applicable law in force from time to time regarding Bodily Injuries and Material Damages to Third parties by the Insured Person during a Trip.

  • Damages from one Party towards the other Party shall be limited to Direct Material Damages which have a causal link with the fault(s) and the damages amounts determined in Article 5.2 of these General Conditions.


More Definitions of Material Damages

Material Damages means Damages material to any Buyer and its Subsidiaries taken as a whole or material in relation to the amount to be invested by such Buyer in the Company pursuant to this Agreement. (d) The Company shall have delivered to each of the Buyers a certificate, dated the Initial Issuance Date, signed by a duly authorized senior officer certifying that the conditions specified in Sections 3.2(a), (b) and (c) (as to Proceedings involving the Company) have been fulfilled. (e) The Board of Directors shall have taken appropriate action so that the provisions of Kan. Stat. Xxx. (S) 17-12,101 (1994) (the "Business Combination Statute") restricting "business combinations" with "interested stockholders" (each as defined in Kan. Stat. Xxx. (S) 17-12,100 (1994)) will not apply to FT, DT or any Person who as of the date hereof is an Affiliate of FT or DT with respect to the purchase and sale of shares of capital stock of the Company pursuant to this Agreement. (f) Each of the Buyers shall have received opinions, dated as of the Initial Issuance Date, from counsel to the Company reasonably satisfactory to the Buyers which address favorably the matters set forth in Exhibit F and which are in form and substance reasonably satisfactory to the Buyers. (g) The Common Stock issuable upon conversion of the Class A Stock shall have been duly authorized and reserved for issuance by the Company, and listed on the New York Stock Exchange, subject to official notice of issuance. (h) The Company shall have duly executed and delivered the following: (i) the Stockholders' Agreement; (ii) the Registration Rights Agreement; (iii) the FT Investor Confidentiality Agreement; and (iv) the DT Investor Confidentiality Agreement. (i) The Amendment shall have been duly adopted pursuant to the applicable provisions of the General Corporation Code of the State of Kansas and filed with the appropriate Kansas Governmental Authorities, and shall be in full force and effect. (j) The Company shall have duly adopted the Bylaws Amendment and such amended terms shall be in full force and effect. (k) No Major Competitor of FT or DT or of the Joint Venture shall have acquired Voting Securities of the Company, if (i) such Voting Securities were acquired as a result of a transaction with the Company, and following such transaction such Major Competitor possesses a Percentage Ownership Interest in the Company greater than ten percent, or (ii) the Company otherwise has taken steps for the purpose of encouraging o...
Material Damages means Damages material to the Company and its Subsidiaries taken as a whole or material in relation to the amount to be invested in the Company pursuant to this Agreement.
Material Damages or "Material Loss" shall be damages or loss which an independent appraiser, selected by the Purchaser and approved by the Seller (which approval shall not be unreasonably delayed or withheld) determines will reduce the fair market value of the Property by TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) or more. In the event of Material Loss or Material Damage to the Property which occurs prior to or on the CONTRACT OF SALE - PAGE 30 4245 NORTH CENTRAL EXPRESSWAY Closing Date, by reason of condemnation or eminent domain proceedings (or deed in lieu thereof), or by fire or any other casualty, Purchaser may, at its option, elect to (i) terminate this Contract, whereupon the Xxxxxxx Money shall be returned to Purchaser and the parties shall have no further obligations under this Contract except as otherwise specifically provided herein; or (ii) proceed to consummate the transaction and receive an assignment from Seller of all proceeds of insurance payable with respect to physical damage to the Property and/or condemnation awards. In the event Purchaser elects option (ii) above, Seller shall have no additional obligation even if such insurance proceeds or condemnation awards are insufficient to repair such damage. Any cost of collection of insurance proceeds shall be borne by the party ultimately receiving same. If such loss or damages resulting from condemnation, eminent domain, or similar proceedings (or deed in lieu thereof) or by fire or other casualty is not Material Loss or Material Damages, the Seller, at Closing, will assign to the Purchaser an amount equal to the insurance proceeds which have been received by the Seller as a result of such matter and will assign to the Purchaser, at Closing, any insurance proceeds related thereto which have not been received by the Seller. If the Purchaser proceeds to closing under this paragraph then the price will not be reduced.

Related to Material Damages

  • Material Damage and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Special Damages shall have the meaning as set forth in Section 5.07.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Direct Damage has the meaning given to it in clause 26.2;

  • Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens, costs and expenses of investigation and defense of any claim, including, without limitation, attorney’s fees, that are incurred at any time as a result of the existence of Environmental Conditions upon, about or beneath the Project Site or migrating or threatening to migrate to or from the Site, and including, without limitation:

  • Substantial damage means damage of any origin sustained by a structure whereby the cost of restoring the structure to its before damaged condition would equal or exceed 50 percent of the market value of the structure before the damage occurred.

  • Consequential Loss means loss of profits, anticipated loss of profit or revenue, loss of production, loss of business opportunity, loss of or damage to goodwill or reputation, loss of use or any other similar loss, but excludes:

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Environmental Damage means any injury or damage to persons, living organisms or property (including offence to man’s senses) or any pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Physical Damage means any tangible injury to a Property, whether caused by accident, natural occurrence, or any other reason, including damage caused by defects in construction, land subsidence, earth movement or slippage, fire, flood, earthquake, riot, vandalism or any Environmental Condition.

  • Structural damage means a covered building, regardless of the date of its construction, has experienced the following.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Noneconomic damages ’ means damages for phys-

  • Catastrophic Damage as used hereunder is major change or damage to In- cluded Timber on Sale Area, to Sale Area, to access to Sale Area, or a combination thereof:

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Torture means the intentional infliction of severe pain or suffering, whether physical or mental, upon a person in the custody or under the control of the accused; except that torture shall not include pain or suffering arising only from, inherent in or incidental to, lawful sanctions;

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Third Party Claims has the meaning set forth in Section 11.1.