Standard of Materiality. No representation or warranty shall be deemed untrue or incorrect, and no Party shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty has had or is reasonably likely to have a Material Adverse Effect on the Party making such representation or warranty.
Standard of Materiality. (a) For purposes of Sections 4, 6, and 7 of this Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of 3 percent of the shareholders' equity of the Company as of December 31, 1996, as determined in accordance with generally accepted accounting principles.
(b) For purposes of Sections 5 and 8 of this Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of 3 percent of the shareholders' equity of Zions Bancorp as of December 31, 1996, as determined in accordance with generally accepted accounting principles.
(c) For other purposes and, notwithstanding subsections (a) and (b) of this section 11.7, when used anywhere in this Agreement with explicit reference to any of the federal securities laws or to the Registration Statement, the terms "material" and "materially" shall be construed and understood in accordance with standards of materiality as judicially determined under the federal securities laws.
Standard of Materiality. 46 AGREEMENT AND PLAN OF MERGER
Standard of Materiality. For purposes of the representations and warranties of Texaco, GOC and GRMC made in this Agreement, transactions or events shall be deemed to be material with respect to the business of the Operation or the Assets, taken as a whole, if Buyer or the Realty Company would have a claim for indemnity under Sections 12 or 13 herein (without giving effect to the threshold limitation of Section 13(g) herein) with respect to transactions or events which exceed $10,000 individually or $100,000 in the aggregate.
Standard of Materiality. As a general rule, the Agent and each Lender hereby acknowledges that any single business location of the Borrower, with the exception of its corporate headquarters in Beloit, Wisconsin, is not material to the operations of the Borrower, such that the loss of assets at, or the closure of, any single business location will not be deemed by the Agent or any Lender to constitute a material adverse occurrence; provided, that the foregoing shall not be construed as an acknowledgment by the Agent or any Lender that if a single business location of the Borrower generates liabilities that are binding upon the Borrower, as a whole, such liability will not be deemed by the Agent or any Lender to constitute a material adverse occurrence.
Standard of Materiality. (a) For purposes of Sections 4, 6, and 7 of this Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of $372,000.
(b) For purposes of Sections 5 and 8 of this Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of $25,178,000.
(c) For other purposes and, notwithstanding subsections (a) and (b) of this section 11.7, when used anywhere in this Agreement with explicit reference to any of the federal securities laws or to the Registration Statement, the terms "material" and "materially" shall be construed and understood in accordance with standards of materiality as judicially determined under the federal securities laws.
Standard of Materiality. Materiality shall be defined as the point at which the NAV of the Fund is impacted. Gains or losses that do not impact the NAV of the Fund shall be defined as immaterial.
Standard of Materiality. (a) For purposes of Section 12.1, the representations and warranties of the TCI Entities in this Agreement shall be deemed to be true in all material respects at and as of the Closing Date as though made at and as of such date, and the Entities TCI shall be deemed to have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by the TCI Entities prior to or on the Closing Date, if the aggregate effect of the failure of any such representations and warranties to be true at and as of the Closing Date as though made at and as of such date and of the failure of the TCI Entities to have performed and complied with any of such covenants and agreements could not reasonably be expected to reduce the net fair market value of NewFalcon's interest in the Falcon Systems and the TCI Systems after the Closing (taking into account any increase in liabilities and obligations and any reduction in operating cash flow) by more than $12,500,000.
(b) For purposes of Section 12.2, the representations and warranties of FHGLP in this Agreement shall be deemed to be true in all material respects at and as of the Closing Date as though made at and as of such date, and FHGLP shall be deemed to have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by FHGLP prior to or on the Closing Date, if the aggregate effect of the failure of any such representations and warranties to be true at and as of the Closing Date as though made at and as of such date and of the failure of FHGLP to have performed and complied with any of such covenants and agreements could not reasonably be expected to reduce the net fair market value of NewFalcon's interest in the Falcon Systems and the TCI Systems after the Closing (taking into account any increase in liabilities and obligations and any reduction in operating cash flow) by more than $25,000,000.
Standard of Materiality. As a general rule, the Agent and each ----------------------- Lender hereby acknowledges that any single business location of the Borrower, with the exception of its corporate headquarters in Beloit, Wisconsin, is not material to the operations of the Borrower, such that the loss of assets at, or the closure of, any single business location will not be deemed by the Agent or any Lender to constitute a material adverse occurrence; provided, that the -------- foregoing shall not be construed as an acknowledgment by the Agent or any Lender that if a single business location of the Borrower generates liabilities that are binding upon the Borrower, as a whole, such liability will not be deemed by the Agent or any Lender to constitute a material adverse occurrence.
Standard of Materiality. Materiality shall be defined as the point at which the NAV of the Fund is impacted. Materiality is further classified into two categories. • Daily Event / Material Price Impact: a given day. • Daily Event / Non-Material Price Impact: day.
