In All Material Respects definition

In All Material Respects means, for purposes of ‎Article X, a covenant shall be deemed to have been performed “In All Material Respects” unless both: (a) a Party has sought to assert the failure to satisfy a closing condition based on the nonperformance of the covenant by providing written notice to the other Parties specifying in reasonable detail the alleged breach of covenant, and (b) the covenant has not been performed in all material respects; provided that, notwithstanding the foregoing, a covenant (other than any covenant set forth in ‎Section 8.1(b)(ii), ‎Section 8.1(b)(iii) or Section 8.1(b)(xxiv) as it relates to ‎Section 8.1(b)(ii) and ‎Section 8.1(b)(iii)) shall be deemed to have been performed “In All Material Respects” if (i) the covenant that has not been (or is asserted to have not been) performed in all material respects is a covenant of Xxx and Polaris is expressly entitled to indemnification pursuant to ‎Section 9.9 or ‎Section 9.10 with respect to any such failure to perform, and (ii) Xxx has acknowledged in writing such indemnification obligation.
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In All Material Respects means, for purposes of Article X, a covenant shall be deemed to have been performed “In All Material Respects” unless both: (a) a Party has sought to assert the failure to satisfy a closing condition based on the nonperformance of the covenant by providing written notice to the other Parties specifying in reasonable detail the alleged breach of covenant, and (b) the covenant has not been performed in all material respects; provided that, notwithstanding the foregoing, a covenant (other than any covenant set forth in Section 8.1(b)(ii), Section 8.1(b)(iii) or Section 8.1(b)(xxiv) as it relates to
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In All Material Respects mean in such respect or respects as would, if not the case, have a Material Adverse Effect.
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Examples of In All Material Respects in a sentence

  • The covenants contained in this Agreement required to be complied with or performed by Polaris on or before the Closing shall have been complied with or performed In All Material Respects.

  • The covenants contained in this Agreement required to be complied with or performed by Leo on or before the Closing shall have been complied with or performed In All Material Respects.

  • The covenants contained in this Agreement required to be complied with or performed by Xxx on or before the Closing shall have been complied with or performed In All Material Respects.


More Definitions of In All Material Respects

In All Material Respects means that compliance is being made with the particular requirement to which such phrase relates in such a manner as to assure that there will be no Material Adverse Effect suffered by any of Lessor, Lessee, the Guarantor or the Leased Property as a result of the failure to fully comply with such requirements.
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In All Material Respects means, with respect to any Person, compliance with the applicable Law, Contract or other obligation such that no Indebtedness or Losses in excess of $5,000 individually or $50,000 when aggregated with all other Indebtedness and Losses will arise, directly or indirectly, related to the representations, warranties, agreements, covenants and conditions made by the Person in this Agreement and each of the other Transaction Documents.
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Related to In All Material Respects

  • Fill material means material deposited in accordance with these specifications from any of the classes specified in order to build up an earthworks construction to formation level as shown on the Drawings or as ordered by the Project Manager. The Contractor shall obtain the fill material from a source approved by the Project Manager.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Past Practices shall have the meaning set forth in Section 3.5.

  • Company Filings means all documents of the Company publicly filed under the profile of the Company on the System for Electronic Document Analysis Retrieval (SEDAR).

  • Good Practice means such practice in the processing of personal data as appears to the Commissioner to be desirable having regard to the interests of data subjects and others, and includes (but is not limited to) compliance with the requirements of this Act;

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Material means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

  • Material Real Property means any real property owned by any Loan Party with a fair market value in excess of $5,000,000.

  • Good Manufacturing Practices or “GMP” shall mean the then current Good Manufacturing Practices as such term is defined from time to time by the FDA or other relevant Governmental Authority having jurisdiction over the development, manufacture or sale of the Product in the Territory pursuant to its regulations, guidelines or otherwise.

  • Material Customers has the meaning set forth in Section 3.15(a).

  • Acquired Corporations means the Company and each of its Subsidiaries.

  • Past Practice means past practices, accounting methods, elections and conventions.

  • Group practice means a group of two or more health care providers legally organized as a partnership, professional corporation, or similar association:

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Current Good Manufacturing Practices or “cGMP” means applicable Good Manufacturing Practices as specified in the United States Code of Federal Regulations and/or the EU Good Manufacturing Guidelines, and any successor legislation from time to time, prevailing at the time of the manufacture of the Product.

  • Promotional Material means any communication that relates to the Company or its services made to or directed at, or that relates in any way to the solicitation of a Prospective Customer or a transaction in an Existing Customer’s trading account. Promotional Material includes, but is not limited to, published written texts, training materials, advertisements, market analysis, research reports, correspondence to Existing Customers or Prospective Customers, newsletters and generally anything written that assists in the solicitation process.

  • Target Companies means the Target and its Subsidiaries.

  • Course Materials means lectures, exercises designed for online collaboration, multimedia developed for Web distribution, notes, outlines, syllabi, bibliographies, tests, instructional handouts, videotaped presentations and any like materials and documents (whether in electronic or other medium) that a member of the bargaining unit authors or creates in connection with the preparation or teaching of a course at a University.

  • Original Material means a material provided by one of the Parties and used in the Research Project.

  • Good Manufacturing Practice or “GMP” means the current good manufacturing practices applicable from time to time to the manufacturing of a Product or any intermediate thereof pursuant to Applicable Law.

  • Business Records means all records and information of any description or type created or used in the ordinary course of the operation of the Business.

  • Waste Material means (1) any “hazardous substance” under Section 101(14) of CERCLA, 42 U.S.C. § 9601(14); (2) any pollutant or contaminant under Section 101(33) of CERCLA, 42 U.S.C. § 9601(33); (3) any “solid waste” under Section 1004(27) of RCRA, 42 U.S.C. § 6903(27); and (4) any “hazardous substance” under Wis. Stat. § 292.01.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Company Business means the business of the Company as presently conducted.

  • Medical information means any information about a consumer's medical or mental health treatment or diagnosis by a health care professional.