Cumulative Breach Sample Clauses

Cumulative Breach. The breaches, if any, of the representations and warranties made by the Company in this Agreement that would occur if all references in such representations and warranties to phrases concerning materiality, including references to the qualifications "material" or "Material Adverse Effect" were deleted, in the aggregate, have not had, do not have, and could not reasonably be expected to have, a Material Adverse Effect on the Company.
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Cumulative Breach. The breaches, if any, of the representations made by Miramar in this Agreement that would occur if all references in such representations to phrases concerning materiality were deleted, are not breaches that in the aggregate: (i) represent circumstances which have or would reasonably be expected to have a Material Adverse Effect with respect to Miramar or, in the event that any Contemplated Transaction were consummated, would reasonably be expected to materially adversely affect Miramar’s ability to perform its obligations under this Agreement.
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Cumulative Breach. The breaches, if any, of the representations made by the Offeror in this Agreement that would occur if all references in such representations to phrases concerning materiality were deleted, are not breaches that in the aggregate represent circumstances which have or would reasonably be expected to have a Material Adverse Effect with respect to the Offeror.
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Cumulative Breach. The breaches, if any, of the representations and warranties made by Miranda or the Acquiror, as applicable, including those that would occur if all references in such representations and warranties to phrases concerning materiality, including references to the qualification relating to a Material Adverse Effect, were deleted, shall constitute a breach of this Agreement by such Party if such breaches would, in the aggregate, as applicable, have a Material Adverse Effect in respect of the relevant Party.
Sample 1
Cumulative Breach. The breaches, if any, of the representations and warranties made by the Purchaser in this Agreement that would occur if all references in such representations and warranties to phrases concerning materiality, including references to the qualification "Material Adverse Effect" were deleted, in the aggregate do not have, and would not have, individually or in the aggregate, a Material Adverse Effect on the Purchaser.
Sample 1
Cumulative Breach. The breaches, if any, of the representations made by Repap in this Agreement that would occur if all references in such representations to phrases concerning materiality, including references to the qualification "Material Adverse Effect" or "Material Adverse Change", were deleted, in the aggregate do not have and would not reasonably be expected to have a Material Adverse Effect on, or do not or would not reasonably be expected to amount to a Material Adverse Change in respect of, Repap.
Sample 1
Cumulative Breach. The breaches, if any, of the representations made by the Company in this Schedule B that would occur, if all references in such representations to phrases concerning materiality, including references to the qualification "Material Adverse Effect", were deleted, in the aggregate do not have and would not reasonably be expected to have a Material Adverse Effect. SCHEDULE C The Offer shall permit a Shareholder who holds Shares indirectly through a holding company to accept the Offer by depositing all of the shares of the Holdco to the Offer for a consideration equal to the consideration such Shareholder would have been entitled to receive had the Shares owned by such Holdco been deposited directly under the Offer, provided that the Holdco Alternative will only be available if the following terms and conditions are satisfied: (i) the Holdco is resident in Canada and is a taxable Canadian corporation for purposes of the Income Tax Act (Canada); (ii) the Holdco is a single purpose corporation that has no active business, has not held and does not hold any assets other than Shares and has no liabilities whatsoever (other than immaterial liabilities not in excess of $5,000 for which full cash provision has been made); (iii) the Holdco has been incorporated under the laws of the Province of Ontario on or after December 30, 2002; (iv) the conditions to the Offer shall have been satisfied or waived; (v) the Holdco shall have been the legal and beneficial owner of the Shares on or before April 1, 2003, or such later date as the Offeror may determine, in its sole discretion; (vi) the Shareholder must advise the Depositary of its intention to participate in the Holdco Alternative, in writing, no later than 10 business days prior to the initial Expiry Time, and must enter into a share purchase agreement (a "SHARE PURCHASE AGREEMENT") no later than 5 business days prior to the initial Expiry Time in a form satisfactory to the Offeror pursuant to which such Shareholder shall provide the Offeror with representations, warranties and covenants providing comprehensive protection to the Offeror in respect of the period prior to closing including a representation and warranty that Holdco has no assets other than the Shares and has no liabilities whatsoever (other than immaterial liabilities not in excess of $5,000 for which full cash provision has been made), and containing the requirement for the seller of the Holdco Shares (the "Holdco Seller") to arrange for the provision of ...
Sample 1
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Cumulative Breach. The breaches, if any, of the representations made by the Company in this Agreement that would occur, if all references in such representations to phrases concerning materiality were deleted, in the aggregate do not have or would not reasonably be expected to have a material adverse effect on the Company or the Business or Condition of the Company.
Sample 1

Related to Cumulative Breach

  • Cumulative Rights; No Waiver Duties and obligations imposed by this Agreement and rights and obligations hereunder are in addition to and not in lieu of any imposed by or available at law or in equity. No action or failure to act by District shall be deemed a waiver of any right or remedy afforded hereunder or acquiesce or approval of any breach or default of the Consultant.

  • Waiver; Cumulative Remedies No failure to exercise and no delay in exercising, on the part of Purchaser, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

  • No Waiver; Cumulative Remedies No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

  • Cumulative Remedies The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

  • No Waiver; Cumulative Rights No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or any other person (including any Other Guarantor) liable for any of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub (or any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

  • No Implied Waiver; Cumulative Remedies No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or the exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Document are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have hereunder or thereunder, at law, in equity or otherwise.

  • Acceleration; Remedies Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy Event, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall immediately become due and payable, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or (iii) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, exercise such other rights and remedies as provided under the Credit Documents and under applicable law.

  • Waiver; Cumulative Rights The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

  • Cumulative Rights All agreements, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders under the Loan Documents are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

  • Cumulative Rights and Remedies The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.

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