Certain Material Breaches Sample Clauses

Certain Material Breaches a. Pursuant to FOMB’s contract review policy (FOMB POLICY: REVIEW OF CONTRACTS, as modified on October 30, 2020), Resource Provider represents and warrants to PREPA on the Agreement Date, and again on the Closing Date, (i) the due execution by Resource Provider and delivery to PREPA of a certification (the “FOMB Certification”) in the form set out in Appendix R (Form of FOMB Certification), and (ii) the completeness, accuracy, and correctness of all information included in such FOMB Certification. As acknowledged, certified, and agreed in the FOMB Certification, any misrepresentation, inaccuracy, or falseness in such FOMB Certification shall render this Agreement null and void, and Resource Provider shall reimburse PREPA immediately for any amounts, payments or benefits received from PREPA under this Agreement.
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Certain Material Breaches. (a) If the Closing occurs, the sole and exclusive remedy of Buyer and Sub in the event that any of the representations and warranties of the Company (without giving effect to any qualifications contained in any representation and warranty set forth in Article IV hereof with respect to any Material Adverse Effect on the Company) fails to be true and correct (i) as of the date hereof or, if any representation and warranty speaks as of a specified date, then as of such date or (ii) in the case of 30 36 representations and warranties that do not speak of a specified date then as of the Closing Date or one or more of the covenants of the Company or the Significant Stockholders set forth in this Agreement hereof fails to be performed on or prior to the Closing Date is to cause the Aggregate Merger Shares to be adjusted to the extent provided in Section 3.3. Each of Buyer and Sub, on the one hand, and the Company and each Significant Stockholder, on the other hand, shall notify the other in writing of each event or circumstance known to it that it discovers after the date hereof constituting or causing a failure of any representation or warranty to be true and correct as of the applicable date or a covenant made or agreed to by the Company or any Significant Stockholder promptly after such event or circumstance becomes known to it, but in any event no later than five (5) Business Days prior to the Closing Date, or if Buyer or Sub obtains such knowledge thereafter, Buyer shall notify the Indemnified Representative (as defined in the Holdback Escrow Agreement)) in writing promptly after obtaining such knowledge; provided, however, that in no event shall any notice given after the Cut-off Date (as defined in the Holdback Escrow Agreement) result in Buyer or Sub having any right to any adjustment in accordance with Section 3.3 or any other remedy. Within two (2) Business Days after receiving any such notice from the Company or a Significant Stockholder, Buyer shall inform the Company and the Significant Stockholders in writing of Buyer's good faith estimate of the value of any such failures of the representations and warranties (without giving effect to any qualifiers as to Material Adverse Effect on the Company) to be true and correct or such failures of covenants to be performed. If prior to the Closing Date Buyer notifies the Company and the Significant Stockholders in writing that (i) Buyer estimates that the value (determined in accordance with Section 3.3(a)) o...
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Certain Material Breaches. In the event that (i) the Company is in material breach of any security measures, confidentiality or use restrictions with respect to the Pfizer Protected Assets (including as specified in Article 12) and (ii) such breach is the result of bad faith, gross negligence, or willful misconduct, such breach shall be deemed a material breach that is not capable of being cured and Pfizer shall have the right to terminate this Agreement and all executed License Agreements upon ten (10) days written notice, except to the extent any such License Agreements grant rights to Compounds that are being commercialized in the Field by the Company pursuant to terms of such License Agreement as of the date of such notice.
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Certain Material Breaches. ARTICLE X.
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Related to Certain Material Breaches

  • Termination upon Material Breach Notwithstanding the foregoing, a Party may terminate this Agreement if any other Party materially breaches a material provision of this Agreement and such material breach is not cured (i) within thirty (30) days after being given notice of the breach in the case of a material breach of an obligation to make payment hereunder or (ii) within sixty (60) days after being given notice of the breach in the case of any other material breach.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Termination for Material Breach A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.

  • Authority; No Breach By Agreement (a) Premiere has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement represents a legal, valid, and binding obligation of Premiere, enforceable against Premiere in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

  • Notification of Breach During the term of this Agreement:

  • Investigation of Breach If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 3.4, (ii) receives notice from the Depositor, the Trust, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.4, (iii) receives a written request to repurchase a Receivable due to an alleged breach of a representation and warranty in Section 3.4 from the Owner Trustee, the Indenture Trustee, any Verified Note Owner or any Noteholder (which repurchase request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 3.4; provided, that with respect to a repurchase request from a Noteholder or a Verified Note Owner, such repurchase request shall initially be provided to the Indenture Trustee) for a Receivable (each, a “Repurchase Request”) or (iv) receives a final report from the Asset Representations Reviewer that indicates that the Asset Representations Reviewer has determined that a test procedure under the Asset Representations Review Agreement has not been satisfied with respect to a representation or warranty set forth in Section 3.4 for a Receivable, then, in each case, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in any Receivable. None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Receivable is required to be repurchased under this Section 3.5.

  • Breach A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

  • Event of Breach 7.1 The following circumstances shall be deemed Event of Default:

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

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