Breach/Cure. Customer may immediately terminate this HIPAA BAA and the Agreement upon 10 days written notice to Google if Google has materially breached this HIPAA BAA and such breach is not reasonably capable of being cured.
Breach/Cure. A. In addition to the applicable legal standards, Enzo shall be in material breach of this agreement for the following reasons:
Breach/Cure. 9.1. Either party may immediately terminate this Agreement upon ten (10) calendar days written notice to the other party if other party has materially breached this Agreement and such breach is not reasonably capable of being cured.
Breach/Cure. Any sales by US Airways to a Direct Competitor of ------------ Netcentives prior to the expiration of the Limited Exclusivity period shall be considered a material breach of this Agreement. Notwithstanding the foregoing, Netcentives recognizes that it is not always possible to determine whether a purchaser is a Direct Competitor. US Airways agrees to use its reasonable commercial efforts to prevent any Direct Competitor from purchasing Miles. However, if despite using such efforts, US Airways sells Miles to a Direct Competitor, US Airways will not be in breach of the Agreement and the Limited Exclusivity period will not be terminated, provided however, that once ---------------- Netcentives notifies US Airways that Miles were sold to a Direct Competitor, US Airways immediately: (i) refuses to sell any additional Miles to such Direct Competitor; (ii) removes participation by such Direct Competitor in the Dividend Miles Program (except that US Airways shall not be required to repurchase Miles sold to such Direct Competitor as part of such removal); and (iii) takes all necessary steps to ensure that no additional Miles are sold to such Direct Competitor until the effective date of termination or expiration of this Agreement, or until the effective date of termination of the Limited Exclusivity period, whichever comes first.
Breach/Cure. In addition to its other rights of termination, the District may terminate this Agreement for a breach or violation of any Customer obligation set out in this Agreement, including without limitation Sections 5, 6.2, 8.7, 8.8, 9.1, and 17, by providing written notice to Customer. Prior to terminating under this section, the District must provide written notice of the breach or violation and allow Customer 30 days to cure, except that 10 days will be allowed to cure non- payment by the time required in Section 8.7.1.
Breach/Cure. Customer may immediately terminate this HIPAA BAA and the Product Passthrough Terms upon 10 days written notice if Provider has materially breached this HIPAA BAA and such breach is not reasonably capable of being cured.
Breach/Cure. Subject to the provisions of this Section 12.3, if either Party (the "Breaching Party") shall have committed a material breach of the terms of this Agreement, and such material breach shall remain uncured and shall be continuing for a period of ninety (90) days following receipt of notice thereof by the other Party specifying such breach (the "Non-Breaching Party"), then, in addition to any and all other rights and remedies that may be available, the Non-Breaching Party shall have the right to terminate this Agreement effective upon the expiration of such ninety (90) day period; PROVIDED, HOWEVER that if the material breach is capable of being cured but cannot be reasonably cured in such ninety (90) day period, then the right to terminate this Agreement shall not arise if the allegedly Breaching Party has (i) during such period of time submitted a plan which, if successfully carried out, would be effective in curing such breach, and has commenced its execution of such plan, and (ii) diligently pursues such plan thereafter to a successful conclusion. Any such notice of alleged material breach by the Non-Breaching Party shall include a reasonably detailed description of all relevant facts and circumstances demonstrating, supporting and/or relating to each such alleged material breach by the Breaching Party. Actual termination of this Agreement pursuant to this Section 12.3(a) shall only occur upon a separate written notice by the Non-Breaching Party after the end of the cure period. Notwithstanding the foregoing, if any such breach relates solely to one or more Licensed Products, then the Non-Breaching Party may only terminate this Agreement only to the extent it applies to such Licensed Product or Licensed Products and this Agreement shall remain in effect as it applies to all other Licensed Products.
Breach/Cure. A. In the event that either party fails to comply fully with any material obligation of this Agreement, the non-breaching party may terminate the Agreement upon thirty (30) days written notice of such breach, provided the breaching party shall not have cured such breach within the thirty (30) day period.
Breach/Cure. 18. . No failure by either Party to perform any of its obligations hereunder shall be deemed a breach of this Agreement, unless the non-breaching party has given either Party notice of such breach to the breaching party, in reasonable detail, and such breach has not been cured within thirty (30) days after the giving of such notice; provided that if such breach cannot reasonably be cured within such period due to reasons beyond the breaching party’s reasonable control, the breaching party shall not be in breach of this Agreement if it cures such breach within a reasonable period of time.
Breach/Cure. A. In the event that Provider fails to comply fully with any requirement of this Agreement, Citi may provide written notice to Provider of such non-compliance and specific instructions regarding actions necessary to cure such non-compliance. In the event that Citi fails to comply with the requirements of applicable laws or regulations governing the acquisition or use of consumer credit information, Provider may provide written notice to Citi of such non-compliance and specific instructions regarding actions necessary to cure such non-compliance. The party receiving such notice of non-compliance shall promptly cure or begin diligent efforts to cure the non-compliance and shall, within five (5) business days, provide to the other party a written report providing a detailed description of the actions being taken by the breaching party to cure the non-compliance.
