Material Update definition

Material Update has the meaning set forth in Section 6.04 (Supplemental Schedules).
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Material Update means any revision to the Disclosure Letter provided by the Sellers to the Buyer pursuant to Section 6.10(c) with respect to which, when considered together with all previous supplements or amendments that the Buyer has accepted under Section 6.10(b) and all Routine Updates and Material Updates that have resulted in amendments to the Disclosure Letter, the Sellers would not be able to provide an accurate certificate as contemplated by Section 4.3 hereof.
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Material Update has the meaning set forth in Section 6.9(a).
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Examples of Material Update in a sentence

  • Notwithstanding any other provision in this Agreement, each Material Update to structured messaging and web services products will be versioned or made backward compatible for one year after the rollout of the Material Update such that Subscriber and its Affiliates may continue to use the Products and Services subject to the terms in this Agreement, including without limitation the terms in the Service Level Agreement, without upgrading to such Material Update.

  • If the Company provides a Material Update, the Exercise Period shall be extended by five calendar days from the date of receipt of the Material Update, if such extension is longer than the expiration of the Exercise Period.

  • The gravel-to-sand ratio of 1.4 was identified with the following analysis methods: a coordination number and packing analysis, a discrete element model for load- carrying capacity, and a pavement performance analysis using the Mechanistic–Empirical Pavement Design Guide software.Performance Monitoring of Olmsted CR 117 and 104 and Aggregate Base Material Update, Matthew A.

  • No right of indemnification under this ARTICLE X shall be limited by any reason of any investigation or audit conducted before or after the Closing or the knowledge of any party acquired at any time of any breach of a representation, warranty, covenant or agreement by any other party at any time, or the decision of any party to complete the Closing (other than with respect to a Material Update).

  • Upon MSI’s receipt of any Material Update, MSI shall have the right to terminate Section 2.2 or Section 2.3 of this Agreement, as applicable, for all purposes without any liability whatsoever to MSI or MHR or their respective Affiliates.

  • Uplift will update the Program once annually to conform with any applicable legal or regulatory changes (with such annual Updates to be made available for download via the Website in January of each year, provided Licensee has timely paid the Annual Material Update Fee for each User).

  • The Seller must promptly provide to Purchaser any information or documentation reasonably requested by Purchaser in order for Purchaser to evaluate the Material Update, and, if the Material Update is provided less than five (5) Business Days before the Outside Date, the Outside Date will be extended until five (5) Business Days after delivery of the Material Update and such information or documentation so as to afford Purchaser an opportunity to review such information.

  • OLD BUSINESS A) Medical Center Building Steps/Ramp/Railings - Project Completion Update B) TIF 2-7 ST Marc Material Update IX.

  • Auto-Shredder Residue Material Update ±The DNR Approved the Auto Shredder residue for the alternative daily cover mix.

  • Claims of the Purchaser based on items reflected in the Disclosure Update which do not qualify as a Material Update are hereby excluded.

Related to Material Update

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

  • Material Document Defect As defined in Section 2.03(a) of this Agreement.

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Information means any information (Material Fact or Material Change) relating to the business and affairs of the Company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company’s securities;

  • Material safety data sheet or "MSDS" means the chemical, physical, technical, and safety information document supplied by the manufacturer of the coating, solvent, or other chemical product, usually through the distribution network or retailers.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Material Deviation refers to any contents or characteristics of the proposal that is significantly different from an essential aspect or requirement of the RFP, and : (i) substantially alters the scope and quality of the requirements; (ii) limits the rights of UNDP and/or the obligations of the offeror; and (iii) adversely impacts the fairness and principles of the procurement process, such as those that compromise the competitive position of other offerors.

  • Material Project means the construction or expansion of any capital project of the Borrower or any of its Subsidiaries, the aggregate capital cost of which exceeds $50,000,000.

  • Material Modification means any modification to an Interconnection Request that has a material adverse effect on the cost or timing of Interconnection Studies related to, or any Network Upgrades or Local Upgrades needed to accommodate, any Interconnection Request with a later Queue Position.

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Material Modifications means any modifications to the material related party transactions which were approved by the Audit Committee or Shareholders during the year which will change the complete nature of the transaction and in case of monetary thresholds which is in excess of 10% of the originally approved transaction, in case of exigencies only.

  • Update means a hotfix, patch or minor version update to any Platform software; and

  • Material Terms means (i) for Designated FX Transactions, the Settlement Date, amounts of each currency to be delivered by each party, and any other terms considered material in the market, (ii) for Designated Option Transactions, the amounts of each currency, the style (e.g., American or European) of option, the strike price, premium, expiration date, and any other terms considered material in the market, (iii) for Designated Bullion Trade Transactions, the Trade Date, Purchaser, Seller, Bullion, number of Ounces, Contract Price, Value Date, and any other material terms and (iv) for Designated Bullion Option Transactions, Trade Date, Buyer, Seller, Bullion, number of Ounces, style, type, Strike Price, Expiration Date, Settlement Date, Premium, Premium Payment Date, and any other material terms (terms used in subsection (iii) and (iv) in this definition have the means set forth in the 2005 ISDA Commodity Definitions).

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

  • Material Lease has the meaning set forth in Section 3.17(a).

  • Material Property means all Real Property owned in fee in the United States by any Credit Party, in each case, with a fair market value of $7,425,000 (as determined by the Borrower in good faith) or more, as determined (i) with respect to any Real Property owned by any Credit Party on the Closing Date, as of the Closing Date, and (ii) with respect to any Real Property acquired by a Credit Party after the Closing Date, as of the date of such acquisition.

  • Material Defect As defined in Section 2.02(c) hereof.

  • Material Leases has the meaning set forth in Section 4.21.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.

  • Material Permit shall have the meaning ascribed to such term in Section 3.1(n).

  • Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.

  • Reporting Material means all Material which the Grantee is required to provide to the Commonwealth for reporting purposes as specified in the Grant Details and includes any Existing Material that is incorporated in or supplied with the Reporting Material.

  • Approved List means Securities followed by the Global Fundamental Research Group and tracked on the Approved List. Securities may be added, removed, or undergo periodic ratings changes.