Material Respect with respect to Section 10.1 being one which, disregarding any reference to materiality or Material Adverse Effect contained in the relevant representation, warranty or covenant, has a material impact on the value of the Subsidiary or on the ability of the Subsidiary to carry on the business of the Subsidiary in substantially the same manner as it was carried on by the Subsidiary immediately prior to the Closing. If Seller does not cure such condition within the Cure Period and Purchaser and Parent choose not to waive such condition, then Parent and Purchaser's sole remedy under the Agreement shall be as set forth in Article XIII.
Material Respect with respect to Section 11.1 being one which has a material effect on Purchaser's ability to consummate this Agreement and the transactions contemplated herein. If Purchaser does not cure such condition within the cure period set forth above and Seller chooses not to waive such condition, Seller's sole remedy under the Agreement shall be as set forth in Article XIII.
Material Respect means (i) when used in connection with a representation, warranty, covenant, condition or agreement to be complied with or satisfied by the Company or Parent, as the case may be, that is qualified by materiality or by Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any respect (taking into account such qualifications as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be); and (ii) when used in connection with a representation, warranty, covenant, condition or agreement to be complied with or satisfied by the Company or Parent, as the case may be, which is not so qualified by materiality or by Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any material respect.
Examples of Material Respect in a sentence
Upon receiving any such notice from Purchaser under Section 5.2(a), or if Seller otherwise obtains Actual Knowledge that a representation or warranty contained in Section 5.1 is inaccurate in any Material Respect, Seller shall promptly notify Purchaser whether Seller will be able or is willing to cure such condition prior to the Closing Date (as same may be extended pursuant to the provisions of this Section 5.2(b)).
If Seller is unable or unwilling to cure any such representation or warranty which is inaccurate in any Material Respect, Purchaser’s exclusive remedy shall be to either (i) waive the representation and warranty to the extent that it is inaccurate and all rights and remedies relating thereto and close title without any abatement of Purchase Price, or (ii) terminate this Agreement.
More Definitions of Material Respect
Material Respect means (i) when used in connection with a representation, warranty, covenant, agreement or condition to be complied with or satisfied by the Company or Parent or Merger Sub, as the case may be, that is qualified by materiality or by Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any respect (taking into account such qualifications as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be); and (ii) when used in connection with a representation, warranty, covenant, agreement or condition to be complied with or satisfied by the Company or Parent or Merger Sub, as the case may be, which is not so qualified by materiality or by Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any material respect;
Material Respect means if it has any impact on the enforceability of the Loan Documents or with regard to the ability of the Bank to receive payment in full in cash of the Obligations;
Material Respect means the issue may be systemic or it is significant in its own right.
Material Respect means that either (A) the projected cost of repair (as determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) of such Project is more than ten percent (10%) of the amount set forth on Annex 1.1(i) corresponding to such Project, or (ii) the projected time for the complete repair of such Project (as determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) would give rise under a Material Contract to a counterparty’s right of termination for force majeure. In the case of an Event of Loss that does not damage or destroy a Project in any material respect, upon the applicable Closing the Sellers shall pay over to the Buyers all proceeds of applicable insurance they receive in respect of such Event of Loss (if any) and such other funds contributed by the Sellers that are sufficient (as mutually determined by the Parties or, if they are unable to reach agreement, by an independent engineer mutually acceptable to the Parties) to (A) repair or replace the damaged Project to a good operating condition and otherwise satisfying the representations and warranties contained in the Agreement, and (B) fully compensate the Buyers for all lost revenue associated with the Event of Loss (determined based on the estimated production of such Project for the period the Event of Loss impacts production as mutually agreed by the Parties or as set forth in the report of the independent engineer).
Material Respect with respect to Section 9.1 being one which has a material impact on the value of the Business or the amount of Assumed Liabilities or on the ability of Purchaser to carry on the Business in substantially the same manner as it was carried on by Seller immediately prior to the Closing. Purchaser may waive any condition specified in Section 9.1 if Purchaser executes a written waiver so stating at or prior to the Closing. If Seller does not cure such condition within the Cure Period and Purchaser chooses not to waive such condition, Purchaser's sole remedy under the Agreement shall be as set forth in Section 2.6, Section 9.1 and Article XII.
Material Respect with respect to Section 10.1 being one which has a material effect on Purchaser's ability to consummate this Agreement and the transactions contemplated herein. Seller may waive any condition specified in Section 10.1 if Seller executes a written waiver so stating at or prior to the Closing. If Purchaser does not cure such condition within the cure period set forth above and Seller chooses not to waive such condition, Seller's sole remedy under the Agreement shall be as set forth in Section 2.6 and Article XII.
Material Respect has the meaning assigned to such term in Sections 9.6 and 10.5.