Breach by Shareholders Sample Clauses

Breach by Shareholders. Nothing in this Section 11 shall limit the Acquiror's right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement. All claims of the Acquiror pursuant to this Section 11.1 shall be brought by the Acquiror Shareholders on behalf of the Acquiror and those Persons who were stockholders of the Acquiror immediately prior to the Closing Date.
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Breach by Shareholders. Nothing in this Section 12 shall limit the Acquiror's right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement.
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Breach by Shareholders. Nothing in this Section 10 shall limit the Acquiror Company’s right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement. All claims of the Acquiror Company pursuant to this Section 10 shall be brought by the Principal Acquiror Shareholders on behalf of the Acquiror Company and those Persons who were stockholders of the Acquiror Company immediately prior to the Closing Date.
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Breach by Shareholders. 7.1 A breach by Shareholders shall be deemed to have occurred: (a) in the event that any Shareholder shall exercise any right that he may have as a shareholder or director of the Company in a manner that would result in a breach by the Shareholder of the provision of Schedule 1; or (b) if any Shareholder shall knowingly commit any substantial breach of this Agreement and fail to remedy such breach within 30 days of the service of a notice from Authoriszor requesting the same to be remedied (such notice to give adequate particulars of the alleged breach) or if the breach is one which requires more than 30 days to remedy, has not commenced. the remedying thereof within 30 days and thereafter not diligently made efforts to complete such rectification. 7.2 In the event of the occurrence of a breach by a Shareholder in accordance with Clause 7.1 then (without prejudice to any of the remedies that Authoriszor may have under law, or equity or pursuant hereto): (a) then in relation only to that Shareholder, Authoriszor shall be entitled to exercise its Option in accordance with Clause 9.1 within 28 days of such breach, whether or not this exercise falls with the Option Periods set out in Clause 9.3; and (b) prior to any such exercise of its Option, Authoriszor shall notify each of the other Shareholders of its intention to exercise the Option under this Clause 7 and the relevant financial year for which the Price shall be calculated shall be the last complete financial year ended prior to the exercise of the Option; and (c) in all other material respects, the provisions of Clause 9 shall apply in full to the exercise of Options pursuant to this Clause 7, and in so far as clause 9.15 is concerned if the exercise of the Option under this Clause 7 would have the effect of giving Authoriszor a 50% interest or more in the Relevant Share Capital, then the Shareholder who is not in breach of this Agreement shall be entitled to require Authoriszor to purchase his shares ("the Relevant Shares") at the same time as acquiring the defaulting Shareholder's shares and on the same terms and conditions as those applying to the defaulting Shareholder; and (d) if the Shareholder who is not in breach of this Agreement serves notice on Authoriszor within 28 days of exercise of the Option referred to in clause 7.2(a) Authoriszor shall become bound to complete the purchase of the Relevant Shares in accordance with the relevant provisions of Clause 9 adapted accordingly.
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Breach by Shareholders. Nothing in this Section 12 shall limit SDI's right to pursue any appropriate legal or equitable remedy against Xxxxxx with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by Xxxxxx of any representation or warranty made by Xxxxxx in this Agreement or in any certificate delivered by Xxxxxx pursuant to this Agreement or (b) any breach by Xxxxxx of his covenants or obligations in this Agreement. All claims of SDI pursuant to this Section shall be brought by the Shareholders on behalf of SDI.
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Breach by Shareholders. In the event of: (a) any breach of any of the representations or warranties of the Shareholders set forth in herein; (b) any breach of any covenant or agreement made by the Shareholders under this Agreement; or (c) the arising of any material obligation from an event that occurred, or circumstances that arose, prior to the Closing Date involving the Shareholders or the Company or TGC and not disclosed herein, the Buyer shall be entitled to an offset for all Losses (as hereafter defined) arising from such event (also a “Cause Event”).
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Breach by Shareholders. By PPD, if any of the Shareholders is in ---------------------- breach of any of its representations, warranties or obligations hereunder (and such breach shall not have been cured within ten (10) business days of receipt by the Shareholders of written notice of such breach), or if any representation or warranty of the Shareholders set forth in this Agreement shall have become untrue, in either case such that the conditions set forth in Section 7.1(a) and -------------- Section 7.1(b) would be incapable of being satisfied by February 28, 2002; --------------
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Breach by Shareholders. By Buyer, if any representation or warranty of Shareholders is untrue, or Shareholders have breached any of their covenants or agreements hereunder, and the breach remains uncured for more than 5 business days after written notice thereof from Buyer.
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Breach by Shareholders. Nothing in this Section 12 shall limit DDOO's right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement. All claims of DDOO pursuant to this Section shall be brought by DDOO Shareholders on behalf of DDOO and those Persons who were stockholders of DDOO immediately prior to the Closing.
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Related to Breach by Shareholders

  • BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.

  • Breach by Seller In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser’s default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser.

  • Options upon Breach by Consultant If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, any or all of the following: 8.6.1 Immediate cancellation of the Agreement; 8.6.2 Retention of the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement prior to cancellation; and 8.6.3 Retention of a different consultant at Consultant’s cost to complete the work described in Exhibit A not finished by Consultant.

  • Breach by Resident Upon any breach by Resident of this Housing Agreement or a prior agreement between Resident and Owner or its affiliates, including community policies, Owner may without separate demand or notice except as provided by law, and in addition to other lawful remedies, do any one or more of the following: (i) collect any charge under this Housing Agreement or community policies, including reimbursement for costs of collection; (ii) terminate this Housing Agreement and/or Resident’s right to occupy the premises, and/or institute an action for eviction; (iii) sue to collect all past due charges and/or unpaid rent and other charges which become due through the End Date or until the bedroom space and all other bedroom spaces at the Property have been filled, with recovery by Owner of any discrepancy in rent rate and any expense incurred in obtaining the new resident contract; (iv) report any information to credit reporting agencies. Without limitation, Owner may terminate this Agreement for non-payment of rent or other charges, or upon any conduct by Resident that is prohibited by or in breach of this Agreement, or if, in the reasonable judgment of Owner, continued residency will or may be detrimental to the educational process or the health, safety and/or welfare of the other residents of the Property or any of the Property’s personnel. Upon any termination as described in this paragraph, Resident: (a) must fully vacate the bedroom space and apartment (including removing all personal belongings) within the time provided in the written notice given by Owner, and will have no further use of or access to the Property, the assigned apartment or bedroom space; and

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Breach by Employee Employee hereby expressly covenants and agrees that the Company will suffer irreparable damage in the event any provisions of Sections 10, 11 and 12 are not performed or are otherwise breached and that the Company shall be entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of Section 10, 11 and 12 resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  • Remedies for Breach of Restrictive Covenant Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 7 are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Section 7 are reasonable and necessary for the protection of the legitimate business interests of the Company, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Company and such interests, and that such restrictions were a material inducement to the Company to enter into this Agreement. In the event of any violation or threatened violation of these restrictions, the Company, in addition to and not in limitation of, any other rights, remedies or damages available to the Company under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may be. If Executive violates the Restrictive Covenant and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

  • Breach by Lessor Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable time shall in no event be less than thirty (30) days after receipt by Lessor, and by any Lender(s) whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Lessor shall not be in breach of this Lease if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion.

  • Representations and Warranties by Executive The Executive represents and warrants that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Executive’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.

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