Breach of Commitment Sample Clauses

Breach of Commitment. If either Party breaches its funding obligations under Sections 5.4.2 or 5.4.4(b), in whole or in part, the other Party may elect in its sole discretion to (1) enforce such funding obligation in accordance with the terms hereof, (2) terminate this Agreement in accordance with Section 15.2.1 and pursue any and all remedies available at law or in equity, or (3) assume the unmet funding obligations of the breaching Party, with the same consequences as set forth in clause (b) of this Section 5.4.5.
Sample 1
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Breach of Commitment. 2.2.1 If, following satisfaction or valid waiver of the closing conditions set forth in Sections 6.1 and 6.3 of the Merger Agreement as determined in accordance with Section 2.1 hereof, any Sponsor Investor is unable or unwilling to fund its Commitment upon the Closing as required by the terms of such Sponsor Investor’s Commitment Letter, as evidenced in writing to the other Investors, fails upon request of the Funding Majority (defined below) to confirm promptly in writing its ability and willingness to fund timely its Commitment in accordance with its Commitment Letter, and/or does not timely fund its Commitment as required by the terms of such Sponsor Investor’s Commitment Letter (a “Non-Funding Sponsor”), then Parent, acting at the direction of the Investors that collectively hold a majority of the Commitments and who are willing and able to fund their respective Commitments upon the Closing (the “Funding Majority”), may elect to terminate the participation of the Non-Funding Sponsor(s) in the transactions contemplated by the Merger Agreement by written notice at any time and, in the event the Merger is not consummated, recover from such Non-Funding Sponsor(s) all Expenses of the other Investors incurred before such termination of participation of the Non-Funding Sponsor(s). 2.2.2 If, following satisfaction or valid waiver of the closing conditions set forth in Sections 6.1 and 6.3 of the Merger Agreement as determined in accordance with Section 2.1 hereof, any Rollover Investor is unable or unwilling to fund its Commitment upon the Closing as required by the terms of such Rollover Investor’s Commitment Letter, as evidenced in writing to the other Investors, fails upon request of the Funding Sponsors (defined below) to confirm promptly in writing its ability and willingness to fund timely its Commitment in accordance with its Commitment Letter, and/or does not timely fund its Commitment as required by the terms of such Rollover Investor’s Commitment Letter (a “Non-Funding Rollover Investor”), then Parent, acting at the direction of the Sponsor Investors who are willing and able to fund their respective Commitments upon the Closing (the “Funding Sponsors”), may elect, as to any Non-Funding Rollover Investor, (a) to terminate the participation of such Rollover Investor in the transactions contemplated by the Merger Agreement by written notice at any time and, in the event the Merger is not consummated, recover from such Rollover Investor all Expenses of ...
Sample 1
Breach of Commitment. Consultant's initials
Sample 1

Related to Breach of Commitment

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach of Contract The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a) Terminate the Contract immediately, pursuant to Section K herein; b) Afford the Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach; and d) Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above.

  • Breach of Amendment This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default.

  • Breach of Confidentiality Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations hereunder, that any such breach will likely result in irreparable harm, and therefore, that upon any breach or threatened breach of the confidentiality obligations, the Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. INDEMNIFICATION

  • NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

  • Liability for Breach of Agreement Upon the effectiveness of this Agreement, the Parties hereto shall perform their respective obligations under the Agreement. Any failure to perform the obligations stipulated in the Agreement, in part or in whole, shall be deemed as breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of the breach.

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.

  • Breach of Contract Claims [Option (Include if University prefers an abbreviated Breach of Contract Claims provision): To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, will be used by University and Contractor to attempt to resolve any claim for breach of contract made by Contractor that cannot be resolved in the ordinary course of business. The chief business officer of University will examine Contractor's claim and any counterclaim and negotiate with Contractor in an effort to resolve the claims. The parties specifically agree (i) neither execution of this Agreement by University nor any other conduct, action or inaction of any representative of University relating to this Agreement constitutes or is intended to constitute a waiver of University’s or the state's sovereign immunity to suit; and (ii) University has not waived its right to seek redress in the courts.] 19.1 To the extent that Chapter 2260, Texas Government Code, as it may be amended from time to time (Chapter 2260), is applicable to this Agreement and is not preempted by other Applicable Laws, the dispute resolution process provided for in Chapter 2260 will be used, as further described herein, by University and Contractor to attempt to resolve any claim for breach of contract made by Contractor: 12.19.1.1 Contractor’s claims for breach of this Agreement that the parties cannot resolve pursuant to other provisions of this Agreement or in the ordinary course of business will be submitted to the negotiation process provided in subchapter B of Chapter 2260. To initiate the process, Contractor will submit written notice, as required by subchapter B of Chapter 2260, to University in accordance with the notice provisions in this Agreement. Contractor's notice will specifically state that the provisions of subchapter B of Chapter 2260 are being invoked, the date and nature of the event giving rise to the claim, the specific contract provision that University allegedly breached, the amount of damages Contractor seeks, and the method used to calculate the damages. Compliance by Contractor with subchapter B of Chapter 2260 is a required prerequisite to Contractor's filing of a contested case proceeding under subchapter C of Chapter 2260. The chief business officer of University, or another officer of University as may be designated from time to time by University by written notice to Contractor in accordance with the notice provisions in this Agreement, will examine Contractor's claim and any counterclaim and negotiate with Contractor in an effort to resolve the claims. 12.19.1.2 If the parties are unable to resolve their disputes under Section 12.19.1.1, the contested case process provided in subchapter C of Chapter 2260 is Contractor’s sole and exclusive process for seeking a remedy for any and all of Contractor's claims for breach of this Agreement by University. 12.19.1.3 Compliance with the contested case process provided in subchapter C of Chapter 2260 is a required prerequisite to seeking consent to xxx from the Legislature under Chapter 107,

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of this Note or the Purchase Agreement in any material respect and such breach, if subject to cure, continues for a period of thirty (30) days after the occurrence thereof.

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