Materiality Conditions Sample Clauses

Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has occurred for which indemnification under this ARTICLE X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE X will be subject to Section 10.3.
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Materiality Conditions. For purposes of determining whether an event described in this ARTICLE X has occurred for which indemnification under this ARTICLE X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS, MIDSTREAM, GP or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this ARTICLE X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this ARTICLE X will be subject to Section 10.3. 10.6 Exclusive Remedy. AS BETWEEN THE MLP INDEMNITEES AND THE HOLDINGS INDEMNITEES, AFTER CLOSING (A) THE EXPRESS INDEMNIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT, WILL BE THE SOLE AND EXCLUSIVE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES WITH RESPECT TO SAID AGREEMENT AND THE EVENTS GIVING RISE THERETO, AND THE TRANSACTIONS PROVIDED FOR THEREIN OR CONTEMPLATED THEREBY (OTHER THAN THE OTHER TRANSACTION DOCUMENTS) AND (B) NO PARTY HERETO NOR ANY OF ITS RESPECTIVE SUCCESSORS OR ASSIGNS SHALL HAVE ANY RIGHTS AGAINST ANY OTHER PARTY OR ITS AFFILIATES WITH RESPECT TO THE TRANSACTIONS PROVIDED 40 FOR HEREIN OTHER THAN AS IS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS. 10.7 Negligence and Strict Liability Waiver. WITHOUT LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, AN INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE LOSS OR CLAIM GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION IS THE RESULT OF THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OR VIOLATION OF ANY LAW OF OR BY SUCH INDEMNIFIED PARTY.
Sample 1
Materiality Conditions. For purposes of determining whether an event described in this Article X has occurred for which indemnification under this Article X can be sought, any requirement in any representation, warranty, covenant or agreement by HOLDINGS or MLP, as applicable, contained in this Agreement that an event or fact be “material,” “Material,” meet a certain minimum dollar threshold or have a “Material Adverse Effect” or a material adverse effect (each a “Materiality Condition”) in order for such event or fact to constitute a misrepresentation or breach of such representation, warranty, covenant or agreement under this Agreement, such Materiality Condition shall be disregarded and such representations, warranties, covenants or agreements shall be construed solely for purposes of this Article X as if they did not contain such Materiality Conditions. Notwithstanding anything in this Section 10.5, any claim for indemnification under this Article X will be subject to Section 10.3. 10.6 Exclusive Remedy. AS BETWEEN THE MLP INDEMNITEES AND THE HOLDINGS INDEMNITEES, AFTER CLOSING (A) THE EXPRESS INDEMNIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT, WILL BE THE SOLE AND EXCLUSIVE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES WITH 37
Sample 1

Related to Materiality Conditions

  • ELIGIBILITY CONDITIONS The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after _______________________.

  • SAFETY CONDITIONS 8.1 The District shall make every effort to provide a place of employment which is safe. A unit member shall not be required to perform duties under conditions which endanger his/her health or safety. 8.2 The District shall make a good faith effort to reduce or alleviate those conditions which cause stress. The reduction of threats or intimidation by students or other members of the public shall be a continuous effort of both the District and unit members working together. 8.3 Unit members who feel they are being required to work under unsafe or unsanitary conditions, or to perform tasks that endanger their health or safety, shall submit written recommendations for changes to the principal or site administrator. The principal or site administrator shall respond and take corrective action as needed. 8.4 The District shall ensure that each unit member has access to a lockable desk, cupboard or other lockable space. 8.5 Unit members other than the school nurse, shall not be required to provide specialized physical health care. 8.6 Unit members are authorized to administer discipline to students in accordance with the Education Code and the rules and regulations of the District. A written description of the rights and duties of unit members with respect to student discipline shall be provided to unit members at the beginning of each school year. In addition, said written descriptions shall be available at each school site. The District shall not take action against a unit member who uses reasonable and lawful force in the performance of his/her duties. Unit members shall report any physical assault against the unit member to the principal or site administrator, who shall report the incident to the appropriate law enforcement agency. 8.7 During conditions of excessive heat, the Superintendent or designee, whenever appropriate, will reduce the school day for students in schools with non-operable air conditioning, to the State required minimum day. Unit members may be directed to proceed to a district air conditioned location for the remainder of the service day. The Superintendent or designee shall have the discretion to reduce the school day to the State required minimum day whenever other weather conditions pose a danger to students and unit members. Unit members may be directed to proceed to another District location for the remainder of the service day. 8.8 For protection of unit members whose normal duties may require transportation of students in unit member's vehicles, the District shall provide secondary insurance against personal liability for damages for death, injury to a person, or damage or loss of property caused by the negligent act or omission of the unit member when acting within the scope of his/her employment. Additionally, the District will provide this same coverage to unit members who are required to travel from site-to- site or make home visitations in order to perform assigned duties. When a loss occurs, the unit member's primary insurance deductible will be reimbursed up to a maximum of $500.00. If administrator approval is unobtainable, the teacher's best judgment for the protection of student safety shall be included in the above. 8.9 Restrooms shall be available to unit members whenever they are required to render service. 8.10 Adequate lounge facilities shall be provided for unit members' use. Additionally, the District shall provide, when fiscally possible, at least one piece of furniture per site where a staff member may recline. The site safety committee shall determine the placement of these facilities and furniture. 8.11 Unit members shall have the right to refer to the office, a student who exhibits symptoms of illness which endanger the health of other students or the unit member. The student shall not return to the classroom until it is determined by the principal/site administrator that his/her health is not a clear and present danger to those with whom he/she shares space. The student shall be given a pass to return to class signed by the principal/site administrator confirming the decision. 8.12 The District shall reimburse or repair articles of clothing, glasses and hearing aids damaged while the unit member is acting in the proper discharge of disciplinary/ supervisorial duties. In addition, all other accessories damaged under the conditions listed above shall be reimbursed up to a maximum of $200.00.

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

  • Minimum Condition and Warranty Requirements for TIPS Sales All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • CONCEALED CONDITIONS 12.2.1 Should concealed conditions encountered in the performance of the Work below the surface of the ground, or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Contract Documents or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract, be encountered, the Contract Sum shall be equitably adjusted by Change Order upon claim by either

  • Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. The Vendor shall provide timely and accurate customer support to TIPS Members. Vendors shall respond to such requests within one (1) working day after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless training is a line item sold or packaged and must be purchased with product.)

  • EXPRESS CONDITIONS A. The Employee will not receive compensation until they begin contracted service for the Board. B. Regardless of any board policy or term of this contract, the Board may, with two (2) weeks’ notice, lay-off or furlough the Employee with or without benefits and/or salary should the Board determine, in its sole discretion that exigent economic circumstances exist or that such a lay- off or furlough is in the best interests of the College. The Employee may be laid-off or furloughed to part-time status. If the Employee is laid off or furloughed to part-time status, the Employee will be paid salary pro rata, based on the Employee’s full-time salary. For Employees laid-off or furloughed to part-time status, the Board will determine whether benefits will be granted on a pro rata basis or continued in full for the duration of the lay-off or furlough. C. The Employee’s employment may be terminated with cause, or whenever in the discretion and judgment of the President or designee, if the Employee has failed to meet the performance expectations or productivity goals set by the College, including, but not limited to, income generating goals.

  • Delivery Conditions (a) The Delivery Conditions are as follows: (i) At Seller’s expense, Seller shall have secured all Governmental and grid operations approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver Distribution Services at the Initial Contract Capacity to Buyer. (ii) Seller shall have posted collateral as required by Section 10.4(a)(ii). (iii) Seller shall have submitted for Buyer’s review a Project Safety Plan incorporating the elements described in Appendix XII, which must demonstrate Seller’s ability to comply with the Safety Requirements on the IDD and for the Delivery Term. (iv) Seller shall have delivered to Buyer the Safety Attestation in accordance with Section 2(a) of Appendix XIV. (v) As of the IDD, no Seller’s Event of Default shall have occurred and remain uncured. (vi) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the IDD and submitted the Certification for Commercial Operation in Appendix VII-A to enable (A) Seller to satisfy the obligations of the Seller herein and (B) the Project to deliver Distribution Services at the Contract Capacity to Buyer. (vii) At Seller’s expense, Seller shall have installed any necessary metering to deliver the applicable Distribution Services in accordance with Section 4.1 and any applicable tariffs of the Utility Distribution Company. (viii) Seller shall have met each Critical Milestone set forth in Appendix VI pursuant to Section 2.3.

  • Merger of Conditions The conditions set out in §5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

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