Specified Breach definition

Specified Breach means the occurrence of an Event of Default under Sections 8.1, 8.2, 8.13 or 8.14 hereof which is not otherwise waived by the affected Lenders or cured within any applicable cure or grace period.

Specified Breach shall have the meaning ascribed to it in Section 7(b).

Specified Breach means (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2.3 or Section 2.26 as of the date of this Agreement (without giving effect to any materiality qualification or similar qualification contained or incorporated directly or indirectly in such representation or warranty) and (ii) any shortfall in the amount of the Company Transaction Expense Amount reported on the certificate delivered pursuant to Section 5.5(f), such that the actual Company Transaction Expense Amount exceeds the aggregate amount reported on such certificate (it being understood that the amount of such excess shall be deemed “Damages” for all purposes of this Agreement).

Examples of Specified Breach in a sentence

• A Specified Breach Director need not be an “independent director” of the Board pursuant to the rules of the Exchange on which the Company’s Common Stock is then traded.

• Each Specified Breach Director will be entitled to one (1) vote on any matter with respect to which the Board votes.

• For the avoidance of doubt, no Specified Breach Director shall be elected to the Board unless the written resignation referred to in the preceding sentence is delivered to the Company prior thereto.

• Any such Specified Breach Event specified in this clause (ii) shall cease to exist once the underlying default or breach has been waived or cured.

• If there is a vacancy in the office of a Specified Breach Director during a Breach Period, then the vacancy may only be filled by a nominee of the Series A/A-1 Requisite Holders.

More Definitions of Specified Breach

Specified Breach means (A) Arion’s breach of the representations and warranties set forth in Section 5.12 (Financial Capacity), Section 5.17 (Solvency) (except in the case the primary cause for the breach of such solvency representation is the financial status of the Purchased Assets, Assumed Liabilities and the Business transferred to Arion in connection with the Purchase Transactions) and/or Section 5.18 (Limited Guarantee) and/or (B) the Arion Entities’ breach or failure to perform, on the part of the Arion Entities, the covenants or agreements set forth in (I) Section 6.2(a)(y) (Operation of the Business) (but solely with respect to sub-clauses (i) (ii), (iii), (iv), (vi), (vii), (viii) or (x) thereof) and/or (II) Section 6.4 (

Specified Breach means a breach of a representation or warranty ---------------- contained in this Agreement (i) first occurring after the date hereof, (ii) caused by an event or circumstance first occurring after the date hereof outside of the breaching party's control, direction and ability to cure, and (iii) in respect of which the breaching party had no knowledge of the likelihood of occurrence prior to the date hereof (e.g., an act of God). A Specified Breach shall not include, in any event, a material breach of a representation or warranty as of the date of this Agreement.

Specified Breach has the meaning specified for that term in Section 3.1(a).

Specified Breach means FPL's or the Company's non-compliance with the provisions of Articles 112A and 150A (Fundamental Issues), Article 194 (Indemnification), or any breach of Warranties of FPL and/or the Company

Specified Breach has the meaning set forth in the Recitals.

Specified Breach shall have the meaning provided in Section 4.3 of this Agreement.

Specified Breach means the failure by NYNEX to meet the incident-based or parity-based Liquidated Damages performance standards set forth herein or in Attachment SQfor any of the Specified Activities as defined below.