Breach or Failure to Perform the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 6.2(a) or Section 6.2(b), and (B) is not reasonably capable of being cured, or is not cured, by the Company on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following Parent’s delivery of written notice to the Company of such breach; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if Parent or Acquisition Sub is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or
Breach or Failure to Perform. By written notice given with the Consent of the Backstop Purchasers (A) if the Company violates, breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement or the Ancillary Agreements and such breach or failure to perform (x) would give rise to the failure of a condition set forth in Section 7(a)(v) to be satisfied as of the Effective Date, (y) cannot be or has not been cured by June 11, 2010 following delivery by the Backstop Purchasers to the Company of written notice of such breach or failure to perform, and (z) has not been waived with the Consent of the Backstop Purchasers; provided, however, that the right to terminate this Agreement pursuant to this Section 10(c)(iv) shall not be available to the Backstop Purchasers if any of the Backstop Purchasers is then in breach with respect to any of its representations, warranties, covenants or other agreements contained in this Agreement and such breach or failure to perform would give rise to the failure of a condition set forth in Section 7(b)(vi) to be satisfied as of the Effective Date; or (B) in accordance with Section 2(a)(ii).
Breach or Failure to Perform. Under the following circumstances, SMI shall forfeit this License and shall no longer have any rights to manufacture, distribute or sell LuViva in the Jurisdictions if SMI is unable to cure in a timely manner:
Breach or Failure to Perform. Except as described in Section 8.3(b), if any Backstop Party breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (A) cannot be or has not been cured within ten (10) days following delivery by Syms to such Backstop Party of written notice of such breach or failure to perform, provided that any such cure would not result in a material delay of the Effective Date and (B) has not been waived by Syms; provided, however, that the right to terminate this Agreement pursuant to this Section 8.3(a) shall not be available if Syms' failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition to be satisfied on or prior to such date; provided, further, however, that a Backstop Party Default shall not give rise to a right to terminate this Agreement to the extent that one or more Non-Defaulting Backstop Parties purchase all BP Default Shares pursuant to Section 2.1(b).
Breach or Failure to Perform. If Syms breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (i) cannot be or has not been cured within ten (10) days following delivery by any of the Backstop Parties to Syms of written notice of such breach or failure to perform and (ii) has not been waived by the Backstop Parties; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available if the failure of the Backstop Party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition to be satisfied on or prior to such date.
Breach or Failure to Perform. The obligations of each of the Settling Parties hereunder are expressly conditioned upon the full and complete performance of the obligations of the other Settling Parties hereunder. Any party who successfully obtains judgment in any action or proceeding to enforce this Agreement will be entitled to recover all costs of the suit, including actual attorneys' fees and court costs.
Breach or Failure to Perform. 违反或执行协议失败
Breach or Failure to Perform. 44 10.3 Entire Agreement; No Third-Party Beneficiaries...............44 10.4
Breach or Failure to Perform. Unless otherwise set forth in this Section 10.2, if a party to this Agreement shall breach or fail to perform any provision of this Agreement, such party shall have the right to cure such breach or non-performance within the applicable "Cure Period" (as defined below). For purposes of this Agreement, the term "Cure Period" shall mean a period of time that commences upon the giving of written notice by a non-breaching party to the breaching party(ies) that a breach has occurred and expires, in the event of a breach relating to a representation or warranty contained in Article V or VI of this Agreement, thirty (30) calendar days from the date such notice is given or deemed given, or, in the case of any other breach, ten (10) calendar days from the date such notice is given or deemed given. Notwithstanding the foregoing, no Cure Period shall be available in the event of a breach of Sections 5.1, 5.2, 5.3, 5.5, and 5.26 of this Agreement. -- 70 --
