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 ▇▇▇ 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) ▇▇▇ has acknowledged in writing such indemnification obligation.
In All Material Respects mean in such respect or respects as would, if not the case, have a Material Adverse Effect.
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
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 ▇▇▇ 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, 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.
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.