materiality means the point at which the net asset value of the Share class is impacted to the extent described in Section 2.04(a)(iii) below;
materiality as used in this Agreement with an initial lower case "m" shall have their respective customary and ordinary meanings, without regard to the meaning ascribed to Company Material Adverse Effect.
materiality in all material respects," "best knowledge," "best of knowledge" or "knowledge" or words of similar import, or by any phrase using any such terms or words. Each Majority Shareholder also agrees to indemnify and hold harmless PentaStar and the Surviving Corporation from and against any Adverse Consequences PentaStar or the Surviving Corporation may suffer up to, but in no event to exceed 150% of the Total Consideration Paid or Payable to such Majority Shareholder pursuant to Section 2(k), and each Minority Shareholder agrees to indemnify and hold harmless PentaStar and the Surviving Corporation from and against any Adverse Consequences PentaStar or the Surviving Corporation may suffer, but in no event to exceed 100% of the Total Consideration Paid or Payable to such Minority Shareholder pursuant to Section 2(k) which result from, arise out of, relate to or are caused by (i) any Liability of the Company or any Shareholder not included in the Retained Liabilities (other than Closing Date Liabilities in an amount not exceeding the amount of the Closing Date Liabilities set forth on the Estimated Closing Date Balance Sheet or the Closing Date Balance Sheet, as applicable) or (ii) any condition, circumstance or activity existing prior to the Closing Date which relates to any Legal Requirement or any act or omission of the Company or any Shareholder or any predecessor with respect to, or any event or circumstance related to, the Company's, any Shareholder's or any predecessor's ownership, use or operation of any of the Acquired Assets, the Premises or any other assets or properties or the conduct of its or their business, regardless, in the case of (i) or (ii), of (A) whether or not such Liability, act, omission, event, circumstance or matter was known or disclosed to PentaStar, was disclosed on any Exhibit hereto or is a matter with respect to which any Shareholder did or did not have knowledge, (B) when such Liability, act, omission, event, circumstance or matter occurred, existed, occurs or exists and (C) whether a claim with respect thereto was asserted before or is asserted after the Closing Date. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the parties within 30 days of notice of claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to this Agreement. Notwithstanding the for...
More Definitions of materiality
materiality or similar qualifications contained therein) shall not have been performed or complied with in all material respects by the Company;
materiality or "Material Adverse Effect" or any word or phrase of similar import, and does not mean that such matter or item would, with any other matter or item, have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company):
materiality or similar qualifications contained therein) shall not be true and correct in all material respects (for purpose of this clause, a failure of the representations and warranties to be true and correct in all material respects shall mean a failure or series of failures the result of which impairs the value of the Company or could reasonably be expected to impair the value of the Company by more than $3,000,000 as of the date of the consummation of the Offer as though made on and as of such date except (1) for changes specifically permitted by the Merger Agreement and (2) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date;
materiality in all material respects", "Material Adverse Effect" and similar qualifications as to materiality contained in any representation or warranty of Seller shall be ignored for purposes of applying the first sentence of this Section 6.1(a).
materiality or similar qualifications contained therein) shall not be true and correct in all respects as of the date of consummation of the Offer as though made on and as of such date except (1) for changes specifically permitted by the Merger Agreement, (2) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, and (3) for breaches or inaccuracies which, individually or in the aggregate, could not reasonably be expected to (a) have a Material Adverse Effect on the Company or (b) materially adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby;
materiality. - means the assessment of whether the transaction, either individually or in aggregate with other transactions, by omitting it or misstating it could influence decisions that users make on the basis an entity's financial statements.
materiality shall have a correlative meaning to Material Adverse Effect.