Materiality Threshold. Notwithstanding any other provision of this Agreement, in any proceeding for breach of this Agreement—or, following the eighteen (18) month anniversary of the date hereof, the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program License Agreement (it being understood that any breach of the International Program Rights Agreement (as amended by the IPRA Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Program License Agreement prior to the eighteen (18) month anniversary of the date hereof shall in no event be deemed to be material or give rise to a right of termination by the non-breaching party)—whether with respect to payment of the Telefutura Payment or otherwise, a finding of breach by the Umpire or private judge shall not be deemed material and shall not give rise to a right of termination by the non-breaching party unless: (i) in the case of a breach with respect to payment of the Telefutura Payment, the party against whom the determination of breach has been made by the private judge fails to pay the amount awarded by the Umpire or private judge within ten (10) Business Days of the decision by the Umpire or private judge; or (ii) in the case of a breach other than with respect to payment of the Telefutura Payment, the party against whom relief (preliminary or final) has been ordered or adjudged by the private judge or Umpire fails to comply with such order or judgment; or (iii) the party determined to be guilty of breach by the private judge or Umpire has twice previously been determined to be guilty of a breach (whether with respect to payment of the Telefutura Payment or otherwise) by the private judge or Umpire, such second breach having occurred subsequent to the determination by the private judge or Umpire of initial breach and such third breach having occurred subsequent to the determination by the private judge or Umpire of second breach, and each such breach is determined by the private judge to either (A) in the case of breaches with respect to payment of the Telefutura Payment, be a breach or a series of breaches committed within the same fiscal year which individually or in the aggregate are for amounts equal to or greater than ten percent (10%) of the Telefutura Payment due for the fiscal year immediately preceding the fiscal year in which the claimed breach or breaches occur, or if the series of breaches was not committed with...
Materiality Threshold. With respect to disputes for charges under any Statement of Work, no dispute may be initiated by a party pursuant to this Section 5 unless the amount in dispute is at least $1,000 in regard to any individual Statement of Work or at least $10,000 in the aggregate (calculated on a monthly basis).
Materiality Threshold. With respect to disputes for charges under any TSA Exhibit, no dispute may be initiated by a party pursuant to this Section 5 unless the amount in dispute is at least $1,000 in regard to any individual TSA Exhibit or at least $10,000 in the aggregate (calculated on a monthly basis).
Materiality Threshold. For the purpose of a defined Cost Pass-through Event which has a materiality threshold of materially increasing or decreasing the costs to Service Provider of providing the Reference Service, an event is considered to materially increase or materially decrease costs where that event is reasonably expected to have an impact of one per cent of the smoothed forecast revenue specified in the Access Arrangement Information, in the years of the Access Arrangement Period that the costs are incurred. The defined Cost Pass-through Events with this materiality threshold are: Insurance Cap Event; insurer credit risk event; natural disaster event; regulatory change event; service standard event; tax change event; and terrorism event. No materiality threshold applies to the Carbon Cost Event.
Materiality Threshold. Notwithstanding anything herein to the contrary, no amount shall be payable to any Indemnified Party with respect to any claim for indemnification pursuant to this Article 10 arising out of a breach of a representation or warranty hereunder (other than claims of fraud or willful misrepresentation with respect to which all Losses in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the Deductible Amount has been exceeded) until the aggregate amount of Losses actually incurred by the Indemnified Party with respect to all such claims exceeds Fifty Thousand Dollars ($50,000) in the aggregate (the “Deductible Amount”), after which event the Indemnified Party shall be indemnified for all Losses in excess of the Deductible Amount.
Materiality Threshold. Wherever in this Agreement the term “material”, “materiality” or “Seller Material Adverse Effect” or any variation thereof appears, no monetary threshold set forth in any provision of this Agreement shall be considered in connection with the interpretation thereof unless specifically and explicitly tied thereto. Infineon Technologies AG Confidential
Materiality Threshold. Solely for purposes of determining the satisfaction of the conditions set forth in Sections 5.2.1 and 5.3.1, the failure of any representation or warranty to be true and correct shall be material if the Liabilities incurred or suffered or reasonably expected to be incurred or suffered by the Caterpillar Indemnified Persons (on the one hand) or the Navistar Indemnified Persons (on the other hand), respectively, to the extent arising out of such failure to be true and correct (without taking into account any indemnification, insurance or third party proceeds and without giving effect to any limitation as to “materiality” or like wording or “Material Adverse Effect” or like wording set forth therein) (such Liabilities, “Caterpillar Expected Liabilities” and “Navistar Expected Liabilities,” respectively), would reasonably be expected by the non-breaching party to exceed $250,000, individually or in the aggregate (the “Materiality Threshold”).
Materiality Threshold. An event or matter shall be considered material: (i)with respect to ACS' business if it could result in reduction in assets, increase in liabilities or reduction in revenues of at least $10,000 on an individual basis or $30,000 in the aggregate; and (ii)with respect to Topro's business if it could result in reduction in assets, increase in liabilities or reduction in revenues of at least $50,000 in the aggregate.
Materiality Threshold. Except with respect to the representations in Sections 2.5(a) and 2.11(a)(xxii), from and after the Closing for purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining whether a party is entitled to indemnity hereunder), each representation and warranty and covenant in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material”, “Material Adverse Effect” or any similar qualifier, as if such words and surrounding related words (e.g., “reasonably be expected to” and similar restrictions and qualifiers) were deleted from such representation and warranty or covenant.
Materiality Threshold. With respect to claims under Section --------------------- 8.1(a) hereof, (i) the Shareholder shall not be liable with regard to such claims unless the aggregate amount of such claims exceeds Twenty Thousand Dollars ($20,000) (except that claims with respect to breach of ongoing obligations under Article VII and with respect to the payment of amounts due under Section 2.1 hereof shall give rise to liability without regard to the limitations of this Section 8.2(a)); provided, that if the -------- aggregate amount of such claims exceeds Twenty Thousand Dollars ($20,000), the Shareholder shall be liable for such entire amount; provided, however, ------- ------- that the Shareholder shall be liable for any claims by third parties or relating to Taxes without regard to the limitations of this Section 8.2(a).
