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.
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. (a) ***.
ANTICIPATORY BREACH. 11.1 In the event that Manufacturer or Xanodyne becomes aware at any time of any matter, circumstance or event (a "Manufacturing Problem") which (i) would reasonably be expected to give rise to material delays in the shipment of Product, or (ii) reasonably indicate that the quality standards set forth herein and in the Quality Agreement have been materially compromised, or (iii) may reasonably give rise to Xanodyne's right to terminate under Article 12, such Party shall forthwith give written notice to the other Party of such matter, circumstance or event, the cause thereof, the anticipated length of such delay or shortfall, and the action to be taken to reduce, minimize or remove the adverse effects of any such delay. The matters, circumstances or events which shall give rise to the remedies set forth in this Section 11.1 include without limitation: (i) receipt by Manufacturer of a warning letter from a Regulatory Authority or a 483 containing significant and meaningful findings affecting Product, (ii) continuous errors or inadequacies in batch processing or documentation as determined by Xanodyne's quality assurance department, (iii) circumstances which could in the opinion of Xanodyne reasonably lead to a warning letter from a Regulatory Authority, and (iv) release of one or more Batches of Product which do not meet quality standards for releasing Product as set forth in this Agreement, the Quality Agreement, the Specifications or Applicable Laws.
ANTICIPATORY BREACH. 12.1 The Parties hereto agree that if either party refuses to proceed with this Agreement or refuses to take possession of the Flat and Effects, the party in default shall pay and compensate the other an amount equivalent of one month’s Rent and the innocent party may accept the offered sum without prejudice to such other rights and remedies which he may have against the party in 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 [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] 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 [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] quarterly (10-Q) or annual (10-K) reports filed with the U.S. Securities and Exchange Commission for the most recent Calendar Quarter.
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.
ANTICIPATORY BREACH. 22 To plead a claim for anticipatory breach, a plaintiff must plead that “‘(1) the other party 23 absolutely and unequivocally refused to perform and (2) [the plaintiff] effectuated the other 24 party’s breach by materially changing [her] position and treating the repudiation as final.’” Clear 25 Channel Outdoor, Inc. x. Xxxxxx Holdings Cal. LP, No. C-11-2573 EMC, 2011 WL 6099394, at *8 26
