Breaches (General) Sample Clauses

The 'Breaches (General)' clause defines what constitutes a breach of the agreement and outlines the consequences or procedures that follow if a party fails to fulfill its contractual obligations. Typically, this clause specifies the types of actions or omissions that are considered breaches, such as failing to deliver goods on time or not making required payments. It may also describe the process for notifying the breaching party and any opportunities to remedy the breach. The core function of this clause is to provide a clear framework for identifying and addressing violations of the contract, thereby helping to manage risk and ensure accountability between the parties.
Breaches (General). 13.2.1 If either Party (the “Breaching Party”) shall have committed a breach of this Agreement, the other Party (the “Notifying Party”) shall provide written notice of such breach to the Breaching Party. For all allegations of breach other than an allegation of Material Breach (as defined below), the Parties hereby agree that they shall seek to resolve the matter during the notice and cure period provided in Section 13.2.2 and may thereafter commence litigation pursuant to Article 16. 13.2.2 Upon receipt of a notice of breach other than a Material Breach, the alleged Breaching Party shall have [*] within which to cure such breach following receipt of such notice ([*] in the event of non-payment unless such payment obligation is being disputed in good faith). If the matter is not resolved to the satisfaction of the Notifying Party during such cure period, then either Party may invoke the provisions of Article 16 with respect to claims for damages and other requests for equitable relief, but neither Party shall have any right to terminate this Agreement for such breach. 13.2.3 The Parties may resort to the dispute resolution mechanisms of Article 16, and may seek all remedies in law or equity other than termination of this Agreement, without invoking the mechanisms of Section 13.3.
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Breaches (General). (a) If either party (the “Breaching Party”) shall have committed a breach of this Agreement, the other party (the “Notifying Party”) shall provide written notice of such breach to the Breaching Party. For all allegations of breach other than an allegation of Material Breach (as defined below in Section 10.3), the parties hereby agree that they shall seek to resolve the matter during the notice and cure period provided in Section 10.2(b) and may thereafter invoke other remedies available to it in law or equity as provided for in Section 12.4 below and in Article 25 of the Collaboration Agreement. (b) Upon receipt of a notice of breach other than a Material Breach, the alleged Breaching Party shall have [ * ] days within which to cure such breach following receipt of such notice; provided, however, if the breach is capable of being cured but cannot be reasonably cured in such [ * ]-day period, then the alleged Breaching Party shall have such additional time as necessary to cure the breach if the alleged Breaching Party (i) during such [ *]-day period has submitted a plan that, 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. If the matter is not resolved to the satisfaction of the Notifying Party during the foregoing cure period, then the Notifying Party may invoke the provisions of Article 25 of the Collaboration Agreement with respect to claims for damages, attorneys’ fees and court costs and requests for equitable relief, but the Notifying Party shall have no right to terminate this Agreement for such breach. (c) The Notifying Party may, at its discretion, resort to the dispute resolution mechanisms of Article 25 of the Collaboration Agreement, and may invoke all available remedies in law or equity other than termination of this Agreement, without invoking the mechanisms of Section 10.3.
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Related to Breaches (General)

  • Breaches In the event of any alleged breach of this Appendix the matter shall be referred to the Disputes Board in accordance with Clause 12.2.7 of this Agreement.

  • Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

  • REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

  • Breaches of Covenants The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the other Transaction Documents (other than those specified in Section 2(a)) and such failure shall continue for ten (10) business days after the Company’s receipt of written notice to the Company of such failure; or

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.