Material Damages definition

Material Damages means a monetary assessment that the Vendor shall pay CTS should they fail to complete Installation and handoff by the agreed upon date in Section 6.6.3.
Material Damages means Damages material to any Buyer and its Subsidiaries taken as a whole or material in relation to the amount to be invested by such Buyer in the Company pursuant to this Agreement.
Material Damages or "Material Loss" shall be damages or loss which an independent appraiser, selected by the Purchaser and approved by the Seller (which approval shall not be unreasonably delayed or withheld) determines will reduce the fair market value of the Property by TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) or more. In the event of Material Loss or Material Damage to the Property which occurs prior to or on the CONTRACT OF SALE - PAGE 30 4245 NORTH CENTRAL EXPRESSWAY Closing Date, by reason of condemnation or eminent domain proceedings (or deed in lieu thereof), or by fire or any other casualty, Purchaser may, at its option, elect to (i) terminate this Contract, whereupon the Xxxxxxx Money shall be returned to Purchaser and the parties shall have no further obligations under this Contract except as otherwise specifically provided herein; or (ii) proceed to consummate the transaction and receive an assignment from Seller of all proceeds of insurance payable with respect to physical damage to the Property and/or condemnation awards. In the event Purchaser elects option (ii) above, Seller shall have no additional obligation even if such insurance proceeds or condemnation awards are insufficient to repair such damage. Any cost of collection of insurance proceeds shall be borne by the party ultimately receiving same. If such loss or damages resulting from condemnation, eminent domain, or similar proceedings (or deed in lieu thereof) or by fire or other casualty is not Material Loss or Material Damages, the Seller, at Closing, will assign to the Purchaser an amount equal to the insurance proceeds which have been received by the Seller as a result of such matter and will assign to the Purchaser, at Closing, any insurance proceeds related thereto which have not been received by the Seller. If the Purchaser proceeds to closing under this paragraph then the price will not be reduced.

Examples of Material Damages in a sentence

  • Damages from one Party towards the other Party shall be limited to Direct Material Damages which have a causal link with the fault(s) and amounts determined in Article 10.2 of the present attachment.

  • Damages from one Party towards the other Party shall be limited to Direct Material Damages which have a causal link with the fault(s) and the damages determined in Article 5.2 of these General Conditions.

  • In the event the total amount claimed by Network User and all other Network Users for this single event exceeds five hundred thousand Euros (EUR 500 000), this five hundred thousand Euros (EUR 500 000) shall be distributed between Network User and the other affected Network Users pro rata the amount of Direct Material Damages sustained by all affected Network Users.

  • In the execution of any works or service rendering at the premises of Pfizer, the Vendor shall be responsible for the appropriate insurance coverage, and the confirmation of the latter shall be timely presented to Pfizer; it shall include an insurance against Accidents at Work and Professional Diseases; an insurance of Civil Liability against Physical and Material Damages and also a Car Insurance of Civil Liability against Physical and Material Damages.

  • This message has been predicted as Material Damages because of the presence of words denoting materials (like cable) which is not in accordance to the manual annotation that considers it as Non Useful since it targets a non ecological crisis.

  • Each party agrees to give the other prompt written notice of any event or assertion of which it has knowledge concerning any Material Damages to which it may request indemnification hereunder.

  • Upon written demand, the indemnifying person(s) shall reimburse the indemnified person(s) immediately for all Material Damages for and against which indemnified person(s) is(are) to be indemnified and held harmless pursuant to this Section.

  • It is the responsibility of the recipient of this purchase order to ensure their compliance with all applicable U.S. export regulations.

  • The Insurer will indemnify the Insured Person up to the limit of EUR 1.500.000 (Bodily Injury and material Damage combined) in respect of any actual financial liability incurred by the Insured Person under any applicable law in force from time to time regarding Bodily Injuries and Material Damages to Third parties by the Insured Person during a Trip.

  • Damages from one Party towards the other Party shall be limited to Direct Material Damages which have a causal link with the fault(s) and amounts determined in Article 10.3 of the present attachment.


More Definitions of Material Damages

Material Damages or "material harm" shall be the level of, and shall be measured as to, what could result in, or could reasonably be expected to result in, "material damages" or "material harm" to the business of the Company and its Subsidiaries, taken as a whole, and not the level or measure of what could result in, or could reasonably be expected to result in, "material damages" or "material harm" on Parent and its Subsidiaries, taken as a whole and (z) the result shall be with respect to Parent and its Subsidiaries), (ii) seeking to (A) prohibit or limit in any respect the ownership or operation by the Company or any of its Subsidiaries or by Parent or any of its Subsidiaries of any portion of any business or of any assets of the Company and its Subsidiaries or Parent and its Subsidiaries, (B) compel the Company or any of its Subsidiaries or Parent or any of its Subsidiaries to divest or hold separate any portion of any business or of any assets of the Company and its Subsidiaries or Parent and its Subsidiaries, as a result of the Merger or (C) impose any obligations on Parent or any of its Subsidiaries or the Company or any of its Subsidiaries to maintain facilities, operations, places of business, employment levels, products or businesses or other obligation relating to the operation of their respective businesses or (iii) seeking to obtain from the Company, Parent or Merger Sub any damages, payments, covenants or legally binding assurances, which suit, action or proceeding in the case of clauses (ii) and (iii) above would have, or would be reasonably likely to have, individually or in the aggregate, a Negative Regulatory Action.
Material Damages and “Materially Damaged” have the meanings specified in Section 5.11.

Related to Material Damages

  • Material Damage and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Special Damages has the meaning specified in Section 11.21.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Direct Damage has the meaning given to it in clause 26.2;

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

  • Substantial damage means damage of any origin sustained by a structure whereby the cost of restoring the structure to its before damaged condition would equal or exceed 50 percent of the market value of the structure before the damage occurred.

  • Consequential Loss means indirect or consequential loss or damage such as, but not limited to, loss of contract, bargain, expectation, opportunity, profit, production, revenue, anticipated cost reduction or interest payable howsoever caused, arising out of or in connection with this Contract.

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Environmental Damage means any material injury or damage to persons, living organisms or property or any material pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Physical Damage means tangible damage to a Property that materially adversely affects the use, marketability, or value of the Property, whether caused by accident or otherwise, including, but not limited to damage caused by reason of fire, destruction of tangible property, defects in construction, land subsidence, earth movement or slippage, flood, earthquake, war, civil insurrection, or riot; and further, Physical Damage includes Environmental Impairment and the destruction or removal of chattel items that are considered part of the Property (see Section I., KK., [Property]) For purposes of this definition "material" shall mean an amount equal to or greater than $1,500.00 such that the estimated cost to repair a Property is $1,500.00 or more before the exclusion set forth in Section III., G., (Physical Damage Exclusion) would apply to exclude coverage for a Loan. The presence of radon gas, lead paint or asbestos in the dwelling on the Property shall not be deemed to be Physical Damage.

  • Structural damage means a covered building, regardless of the date of its construction, has experienced the following.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Noneconomic damages ’ means damages for phys-

  • Catastrophic Damage as used hereunder is major change or damage to In- cluded Timber on Sale Area, to Sale Area, to access to Sale Area, or a combination thereof:

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Torture means the intentional infliction of severe pain or suffering, whether physical or mental, upon a person in the custody or under the control of the accused; except that torture shall not include pain or suffering arising only from, inherent in or incidental to, lawful sanctions;

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Third Party Claims has the meaning set forth in Section 11.1.