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By BREP Sample Clauses

By BREP. BREP may terminate this Lease prior to the Expiry Date only upon: (1) a Lessor Event of Major Default related to this Lease or a State Event of Major Default under the Xxxx Center Thermal Services Agreement (Termination by BREP for Cause), in such case to be exercised within sixty (60) days after the expiration of any applicable cure period for such Lessor Event of Major Default or State Event of Major Default, as applicable; (2) a Major Casualty Event affecting the Xxxx Center Plant or total cessation of operations and use of the Xxxx Center Building through casualty (Termination by BREP for Necessity), in either case to be exercised within sixty (60) days of the event giving rise to such termination right; or (3) upon an Extended Force Majeure Event that substantially prevents Lessor or BREP from continuing its performance of substantially all of its obligations under this Lease or the Xxxx Center Thermal Services Agreement (Termination by BREP for Necessity), in such case to be exercised within ninety (90) days after the occurrence of such Extended Force Majeure Event. BREP may not terminate this Lease without simultaneously terminating the Xxxx Center Thermal Services Agreement.
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By BREP. BREP may terminate this Agreement prior to the Expiry Date only upon: 10.2.2.1 a State Event of Major Default related to this Agreement or a Lessor Event of Major Default under the Xxxx Center Plant Lease (Termination by BREP for Cause), in such case to be exercised within sixty (60) days after the expiration of any applicable cure period for such State Event of Major Default; 10.2.2.2 a Major Casualty Event affecting the Xxxx Center Plant or total cessation of operations and use of the Xxxx Center Building through casualty (Termination by BREP for Necessity), in either case to be exercised within sixty (60) days of the event giving rise to such termination right; or
By BREPSubject to Force Majeure as provided in Section 11.4, the occurrence of any of the following events shall constitute a BREP Event of Default: 11.1.2.1 BREP fails to cure its breach of a non-monetary obligation under this Agreement (other than an Unexcused Loss of Availability that lasts for more than forty eight (48) hours during a Service Year) within thirty (30) days after BREP receives notice from the State of the breach; provided, that if such breach cannot reasonably be cured during such 30-day period, BREP will be entitled to an additional thirty (30)-day period within which to cure its breach, so long as it will have begun to cure such breach within the initial thirty (30)-day period and is diligently pursuing such cure; 11.1.2.2 BREP fails to make any monetary payment due the State under this Agreement within thirty (30) days after BREP receives notice from the State of such payment being past due; 11.1.2.3 There occurs more than five (5) Unexcused Losses of Availability, each with a duration greater than four (4) hours, during any single Service Year; or 11.1.2.4 There shall occur a BREP Event of Default under the Xxxx Center Plant Lease (as such term is defined therein).
By BREPIn the event the State has exercised the State Step-In Rights and such Loss of Availability has continued beyond forty-eight (48) hours after the State’s commencement of the State Step-In Rights (either directly or through JCI), BREP may seek to end the State Step-In Rights by delivering BREP’s Plan of Correction. As expeditiously as is feasible after receipt of BREP’s Plan of Correction by the State, taking into consideration the nature and extent of Loss of Availability, the Parties will use Commercially Reasonable Efforts to agree on BREP’s Plan of Correction; provided, that BREP may not terminate the State Step-In Rights and regain control of the Covered Assets unless and until the State, in the exercise of its Commercially Reasonable Efforts, has approved BREP’s Plan of Correction, which will be granted or withheld as soon as practicable by the State, and if withheld will be accompanied by a reasonably detailed explanation for the reasons the State’s approval is being withheld. Thereafter, for so long as BREP is diligently providing the Services described in the approved BREP’s Plan of Correction, the State Step-In Rights will terminate with respect to the Loss of Availability that triggered the exercise of such State Step-In Rights. For so long as it is pursuing a BREP’s Plan of Correction pursuant to this Section 8.4.1, BREP will keep the State reasonably apprised of its efforts in implementing the BREP’s Plan of Correction and status of resolution of the Loss of Availability.
By BREPSubject to Force Majeure as provided in Section 15.4, the occurrence of any of the following events shall constitute a BREP Event of Default: (1) BREP fails to cure its breach of a non-monetary obligation under this Lease within thirty (30) days after BREP receives notice from Lessor of the breach; provided, that if such breach cannot reasonably be cured during such 30-day period, BREP will be entitled to an additional thirty (30)-day period within which to cure its breach, so long as it will have begun to cure such breach within the initial thirty (30)-day period and is diligently pursuing such cure; (2) BREP fails to make any monetary payment due Lessor under this Lease within thirty (30) days after BREP receives notice from Lessor of such payment being past due; or (3) There shall occur a BREP Event of Default under the Xxxx Center Thermal Services Agreement (as such term is defined therein). For purposes of this Lease, each of (i) a BREP Event of Default described in Section 15.1b(2) and (ii) a BREP Event of Default that constitutes a BREP Event of Major Default under the Xxxx Center Thermal Services Agreement (as such term is defined therein), will be deemed to constitute a “BREP Event of Major Default.”
By BREPSubject to Force Majeure as provided in Section 26, the occurrence of any of the following events shall constitute a BREP Event of Default: i. BREP fails to cure its breach of a non-monetary obligation under this Agreement within thirty (30) days after BREP receives notice from the State of the breach; provided, that if such breach cannot reasonably be cured during such 30-day period, BREP will be entitled to an additional thirty (30)-day period within which to cure its breach, so long as it will have begun to cure such breach within the initial thirty (30)-day period and is diligently pursuing such cure; ii. BREP fails to make any monetary payment due the State under this Agreement within thirty (30) days after BREP receives notice from the State of such payment being past due. For purposes of this Agreement, a BREP Event of Default described in Section 19.b.ii will be deemed to constitute a “BREP Event of Major Default.”

Related to By BREP

  • Data Breach In the event of an unauthorized release, disclosure or acquisition of Student Data that compromises the security, confidentiality or integrity of the Student Data maintained by the Provider the Provider shall provide notification to LEA within seventy-two (72) hours of confirmation of the incident, unless notification within this time limit would disrupt investigation of the incident by law enforcement. In such an event, notification shall be made within a reasonable time after the incident. Provider shall follow the following process: (1) The security breach notification described above shall include, at a minimum, the following information to the extent known by the Provider and as it becomes available: i. The name and contact information of the reporting LEA subject to this section. ii. A list of the types of personal information that were or are reasonably believed to have been the subject of a breach. iii. If the information is possible to determine at the time the notice is provided, then either (1) the date of the breach, (2) the estimated date of the breach, or (3) the date range within which the breach occurred. The notification shall also include the date of the notice. iv. Whether the notification was delayed as a result of a law enforcement investigation, if that information is possible to determine at the time the notice is provided; and v. A general description of the breach incident, if that information is possible to determine at the time the notice is provided. (2) Provider agrees to adhere to all federal and state requirements with respect to a data breach related to the Student Data, including, when appropriate or required, the required responsibilities and procedures for notification and mitigation of any such data breach. (3) Provider further acknowledges and agrees to have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of Student Data or any portion thereof, including personally identifiable information and agrees to provide XXX, upon request, with a summary of said written incident response plan. (4) LEA shall provide notice and facts surrounding the breach to the affected students, parents or guardians. (5) In the event of a breach originating from XXX’s use of the Service, Provider shall cooperate with XXX to the extent necessary to expeditiously secure Student Data.

  • Data Breaches Contractor shall notify the School District in writing as soon as commercially practicable, however no later than forty-eight (48) hours, after Contractor has either actual or constructive knowledge of a breach which affects the School District’s Data (an “Incident”) unless it is determined by law enforcement that such notification would impede or delay their investigation. Contractor shall have actual or constructive knowledge of an Incident if Contractor actually knows there has been an Incident or if Contractor has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an Incident has occurred. The notification required by this section shall be made as soon as commercially practicable after the law enforcement agency determines that notification will not impede or compromise the investigation. Contractor shall cooperate with law enforcement in accordance with applicable law provided however, that such cooperation shall not result in or cause an undue delay to remediation of the Incident. Contractor shall promptly take appropriate action to mitigate such risk or potential problem at Contractor’s or OPERATOR’s expense. In the event of an Incident, Contractor shall, at its sole cost and expense, restore the Confidential Information, to as close its original state as practical, including, without limitation any and all Data, and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable. Contractor will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Contractor will also have a written incident response plan, to include prompt notification of the District in the event of a security or privacy incident, as well as best practices for responding to a breach of PII.

  • Seller’s Breach Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

  • Discovery of Breach It is understood and agreed that the representations and warranties (i) of the Depositor set forth in Section 2.03 hereof, (ii) of Xxxxxx Holdings set forth in the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by Xxxxxx Holdings to the Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor hereunder, shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. Upon discovery by any of the Depositor, the Master Servicer or the Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. Within 90 days of the discovery of a breach of any representation or warranty given to the Trustee by the Depositor, any Transferor or Xxxxxx Holdings and assigned to the Trustee hereunder, the Depositor, such Transferor or Xxxxxx Holdings shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage Loan. In the event of the discovery of a breach of any representation and warranty of any Transferor assigned to the Trustee, the Trustee shall enforce its rights under the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for the benefit of the Certificateholders. As provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes for a Mortgage Loan for which there is a breach of any representations and warranties in the related Transfer Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Qualifying Substitute Mortgage Loan, under the terms of the Mortgage Loan Sale Agreement, Xxxxxx Holdings will, in exchange for such Substitute Mortgage Loan, either (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Qualifying Substitute Mortgage Loan.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that Xxxxx has materially breached this IA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

  • Security Breach In the event that Seller discovers or is notified of a breach, potential breach of security, or security incident at Seller's Facility or of Seller's systems, Seller shall immediately (i) notify Company of such potential, suspected or actual security breach, whether or not such breach has compromised any of Company's confidential information; (ii) investigate and promptly remediate the effects of the breach, whether or not the breach was caused by Seller; (iii) cooperate with Company with respect to any such breach or unauthorized access or use; (iv) comply with all applicable privacy and data protection laws governing Company's or any other individual's or entity's data; and (v) to the extent such breach was caused by Seller, provide Company with reasonable assurances satisfactory to Company that such breach, potential breach, or security incident shall not recur. Seller shall provide documentation to Company evidencing the length and impact of the breach. Any remediation of any such breach will be at Seller's sole expense.

  • Tea Breaks (a) Every employee will be entitled to a paid 10 minute tea break in each four hours worked at a time to be agreed between the employee and employer. (b) Subject to agreement between the employer and employee, such breaks may alternatively be taken as one 20 minute tea break. (c) Xxx breaks will count as time worked.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes. 11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses. 11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.

  • Security Breaches In order to protect your security, it is your sole responsibility to ensure that all usernames and passwords used to access the Website are kept secure and confidential. You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security. We will investigate any breach of security on the Website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.

  • Meal Break Unless there are exceptional and unforeseen circumstances, an employee will not be required to work for more than five hours without a break for a meal of at least thirty minutes duration. Meal breaks will not count as time worked unless specifically provided for in this Agreement.

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