Black`s Law Dictionary defines material as: “Of such a nature that knowledge of the subject would influence a person`s decision-making; important; essential. In applying this definition, the Florida courts will consider whether a reasonable party to the agreement would consider the provision to be so important that a change in this provision would alter the buyer`s decision to enter into the contract as a whole. In making this decision, the courts will consider the provision itself and the general nature of the agreement. With the exception of the 15 % criterion for fixed assets set out in point 601(b)(10) of regulation S-K for asset transactions, exceeding one of those thresholds, which are set out in SEC regulations in other contexts, does not necessarily mean that a contract is substantial. However, such comparative measures may support the conclusion that a contract is not significant if the amount to be taken into account is less than those values. While these measures provide useful context for an analysis of what constitutes an essential contract, it will be necessary for each reporting entity to consider the specific circumstances that apply to it when determining whether a contract is important to it. This will naturally be a fact-based investigation and will have to take into account factors that may not be strictly digital in nature. .
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