ANTICIPATORY BREACH. The Agreement may also be terminated by Kemin if it is clear that the Customer will not comply with its contractual obligations arising out of the Agreement in due time and the consequences of such breach are substantial for Kemin, provided that Kemin has issued a notice of default identifying the substantial breach or default via registered letter and the Customer has not provided sufficient guarantees that it will comply with its obligations within a delay of ten (10) business days after such notice of default.
ANTICIPATORY BREACH. 14.1 During the Term of this Agreement, Within fifteen (15) calendar days after the end of each month, and within five (5) calendar days after the occurrence of any adverse material event, during the Term of the Agreement Cygnus shall provide Sankyo with a written report describing the aggregate amount of its cash and investments, as permitted in Exhibit D, Number 3, as of the end of the month or event. If such aggregate amount is less than the amount of Cygnus Cash Requirements, as defined below, and both of the following conditions are met: (a) Sankyo is not in breach of any material term of this Agreement, including but in no way limited to breach of its sales, marketing and distribution obligations under Section 4.1 or its supply payment obligations under the Supply Agreement, and (b) Net Sales by Sankyo are greater than or equal to ninety percent (90%) of the amounts set forth in Exhibit E for the specified Calendar Years as prorated due to the calendar month in which this event occurs, then Sankyo may declare, and such declaration must be in writing and pursuant to Section 15.4, an “Anticipatory Breach.” “Cygnus Cash Requirements” equals the amount of any net decrease in cash and investments for the most recent Calendar Quarter, after eliminating the effect of any material and non-recurring payments (including but not limited to payments of deferred payments to Sankyo or material arbitration and debt obligations existing as of the Effective Date), as reported on Cygnus’ most recent quarterly (10-Q) or annual (10-K) reports filed with the U.S. Securities and Exchange Commission for the most recent Calendar Quarter.
14.2 In the event that an Anticipatory Breach occurs, upon prior written notice Sankyo may exercise any or all of the following rights as set forth in Section 14.2(a) and (b):
(a) the right to purchase Cygnus’ Regulatory Approval submissions including but not limited to its pre-market approval applications and any supplements thereto at the fair market value, and contract with Cygnus to be Sankyo’s contract regulatory organization and contract research and development organization for the Product in the Territory during the Term. The parties agree to negotiate in good faith the fair market value of Cygnus’ Regulatory Approval submissions promptly following notification by Sankyo of its intent to exercise this right. In the event no agreement upon fair market value has been reached within fifteen (15) calendar days of such notice of exercise...
ANTICIPATORY BREACH. In the event of any breach or threatened breach by Tenant of any of the agreements, terms, covenants or conditions contained in this lease, Landlord shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this lease.
ANTICIPATORY BREACH. If on or before the date of any scheduled performance hereunder, the financial standing or credit of Presenter has been impaired or is unsatisfactory, Artist shall have the right to demand payment forthwith of the guaranteed compensation specified above, and if Presenter fails or refuses to make such payment forthwith, Artist shall then have the right to cancel this agreement. In the event of such cancellation, Artist shall have no further obligation to Presenter hereunder, and shall retain any monies theretofore paid to Artist or Artist's Representative by Presenter.
ANTICIPATORY BREACH. In the event that, after the execution of this Agreement, Artist, or Artist’s Agent, or Artist’s Designated Representative indicates or states that Artist is unwilling or will be unable to appear or present the performance hereinabove defined on the indicated date, and such failure is not excusable under Section 13 of this Agreement, Artist shall be responsible for the UNIVERSITY’S out-of-pocket expenses necessitated either by change of date or cancellation by Artist after tickets have been printed and/or promotion begun. All such expenses shall be reasonably determined by the UNIVERSITY and will be presented to the Artist with substantiation within thirty (30) days following the contracted date(s) of the Artist’s performance, and the Artist shall reimburse the UNIVERSITY by check made payable to the UNIVERSITY within ten (10) days following the receipt of such statement. In the event that Artist or any member of Artist’s traveling complement deemed by the UNIVERSITY, in its sole discretion, to be material to the performance hereinabove defined, or any portion or portions thereof, or any authorized agent of Artist takes any voluntary affirmative action which, in the UNIVERSITY’S sole discretion, renders substantial performance of Artist’s contractual duties hereunder impossible, the UNIVERSITY may cancel the performance hereinabove defined, or any portion or portions thereof, and, in addition, Artist shall be responsible for payment of any and all costs, expenses, damages (including the UNIVERSITY’S actual expenses incurred in preparation for the performance hereunder) and claims arising from such cancellation. Any breach or anticipatory breach of this agreement by Artist shall be deemed a material breach. In the event such failure is occasioned by material breach of this Agreement by the UNIVERSITY, the UNIVERSITY shall reimburse Artist for all reasonable out-of-pocket expenses incurred as a result of such breach. In no event shall such expenses exceed the amount of compensation set forth in Section 2 of this Agreement. Out-of-pocket expenses shall be set forth in written form and submitted to the UNIVERSITY. Said expenses shall be paid within thirty (30) days of the date of written notice. Artist, agent, and/or promoter agree to comply with all California State Fire Marshal Regulations, state and federal laws, fire prevention regulations, public health and safety codes, UNIVERSITY regulations and policies, and all other provisions stipulated in this cont...
ANTICIPATORY BREACH. 16.5.1. TSP recognizes and acknowledges that a pattern or practice of continuing, repeated or numerous breaches or failures to perform by TSP, even if individual instances are not material or are eventually cured, will undermine the confidence and trust essential to the success of this Contract and will have a material, cumulative adverse impact on the value of this Contract to the Joint Board. TSP acknowledges and agrees that the measures for determining the existence of such a pattern or practice described in the definition of Persistent Breach are a fair and appropriate objective basis to conclude that such a pattern or practice will continue.
16.5.2. Accordingly, in the event the Joint Board issues a notice under Section
ANTICIPATORY BREACH. If the Contractor, at any time before delivery of services, declares its intent not to perform in accordance with this Agreement, County shall have an immediate cause of action for breach of this Agreement, and shall be entitled to all remedies available to it at law or in equity.
ANTICIPATORY BREACH. Actual Breach
ANTICIPATORY BREACH. Either (a) or (b)
ANTICIPATORY BREACH. 25 ARTICLE XI MISCELLANEOUS........................................... 25
