Materiality Standard. For purposes of this Section 13, damage to the Property or a taking of a portion of the Real Property shall be deemed to involve a material portion thereof if (i) the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage or the amount of the condemnation award with respect to such taking shall exceed One Million Five Hundred Thousand Dollars ($1,500,000), or (ii) AT&T has the right under the express provisions of any of its Leases to terminate any such Lease as a result of such damage to the Property or a taking of such portion of the Real Property.
Materiality Standard. For the purposes of this ------------ -------------------- Agreement, terms such as "material," "materially," "in any material respect," etc., as they may apply to KHG or its subsidiaries, shall be measured with respect to KHG and its subsidiaries on a consolidated basis.
Materiality Standard. 45 --------------------------------------------------------------------- INDEX OF SCHEDULES ------------------ Schedule 2.3 KHG Options ------------ Schedule 3.7 Undisclosed Liabilities ------------ Schedule 3.8 Changes ------------ Schedule 3.9 Dividends, Distributions and Stock Purchases ------------ Schedule 3.10 Taxes ------------- Schedule 3.11 Title to and Condition of Assets ------------- Schedule 3.12 Contracts ------------- Schedule 3.13 Litigations and Governmental Directives ------------- Schedule 3.14 Compliance with Laws; Governmental Authorizations ------------- Schedule 3.15 Insurance ------------- Schedule 3.16 Financial Institutions Bonds ------------- Schedule 3.17 Labor Relations and Employment Agreements ------------- Schedule 3.18 Employee Benefit Plans ------------- Schedule 3.19 Related Party Transactions -------------
Materiality Standard. Solely for purposes of this Article XI, if any representation or warranty contained herein, in Sellers’ Certificate or in Purchaser’s Certificate is limited or based upon materiality, including the terms “material”, “materially” or “material adverse effect” (excluding such references in the defined term “Material Contracts” as such term is used in Section 5.6 and such references in Sections 5.11 and 5.13(a)), such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining the amount of any Loss arising from a breach thereof.
Materiality Standard. For purposes of this Section 13, damage to the Real Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if (i) the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage shall exceed five percent (5%) of the Purchase Price, (ii) the amount of the condemnation award with respect to such taking shall exceed five percent (5%) of the Purchase Price, (iii) access to the Property is materially and adversely affected as a result of such casualty or condemnation, (iv) Amazon has a right to terminate the Amazon Lease by reason of such damage or taking (and does not waive that right in writing), (v) Ground Lessor has the right to terminate the Ground Lease by reason of such damage or taking (and does not waive that right in writing), or (v) the parking available at the Property is reduced such that the Property no longer complies with Governmental Regulations as a result of such damage or taking.
Materiality Standard. For purposes of this Section 13, damage to any Real Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if (i) the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage shall exceed [***], or the amount of the condemnation award with respect to such taking shall exceed [***], (ii) it causes access to or parking on the Property to be adversely affected and the quantifiable monetary effect of the same exceeds [***], (iii) it results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property and the quantifiable monetary effect of the same exceeds [***], (iv) it entitles a Must Have Tenant to terminate its Lease, or (v) with respect to a casualty, there is any damage which is not fully insured (other than any applicable deductible) and for which Buyer will not receive, at Seller’s election, a credit in the amount of the uninsured portion of such damage upon the Closing.
Materiality Standard. For purposes of this Section 13, (a) damage to the Real Property located at 0000 Xxxxxxx Xxxxxxx Xxxx., Xxx Xxxxx, Xxxxxxxxxx, or a taking of a portion thereof shall be deemed to involve a material portion thereof if (i) the estimated cost of restoration or repair, as estimated by Buyer and Seller in their reasonable discretion, of such damage shall exceed [***], or the amount of the condemnation award with respect to such taking shall exceed [***], (ii) it causes access to or parking on the Property to be adversely affected and the quantifiable monetary effect of the same exceeds [***] (iii) it results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property and the quantifiable monetary effect of the same exceeds [***], or (iv) with respect to a casualty, there is any damage which is not fully insured (other than any applicable deductible) and for which Buyer will not receive, at Seller’s election, a credit in the amount of the uninsured portion of such damage upon the Closing, and (b) any taking of a portion of the Real Property located at 0000 Xxxxxxx Xxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, shall be deemed to involve a material portion thereof if the value of the Property is reduced by [***], taking into account the Intended Development.
Materiality Standard. 30 (aa) Knowledge Standard....................................................................31 7.2 Buyer's Representations and Warranties.............................................................31 (a) Organization..............................................................................31 (b) Corporate Authority.......................................................................31 (c)
Materiality Standard. Seller and Selling Shareholder shall not be in breach or violation of Seller's and Selling Shareholder's representations and warranties contained in this Section 7.1 unless the representation, warranty or omission is material. The words "material," "materiality" or words of similar import employed in this Agreement with reference to any representation, warranty or omission made by Seller or Selling Shareholder shall be conclusively presumed to mean any and all loss, damage, diminution in value, liability, costs, expenses, attorney fees, and amounts paid in settlement if it exceeds $5,000 in any single instance. A misrepresentation or omission of more than one representation and warranty, each of which is less than $5,000, is material if such misrepresentations or omissions are in the aggregate, in excess of $20,000.
Materiality Standard. For purposes of this Section 9, a taking or casualty of a portion of the Property shall be deemed to be "material" if, in the reasonable judgment of Buyer, it results in a 5% or greater reduction in the number of housing units which may be developed on the Property for the uses permitted by all applicable laws, zoning restrictions, ordinances, rules, regulations and requirements of any governmental or quasi-governmental agency.
