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Fundamental Breach Sample Clauses

Fundamental Breach. (a) It is agreed that each one of the following acts and/or omissions shall also be regarded as a fundamental breach by the Tenant: (1) failure to pay rent on time, namely a default in excess of 15 days; (2) neglect of the premises or carelessness in caring for them; (3) not repairing significant harm or damages to the premises; (4) making a change or addition to the premises that is not first agreed in writing by the Landlord; (5) changing the object of the premises’ use or delivering the use thereof to others. (b) It is hereby agreed that in the event that the Tenant breaches a fundamental condition of this agreement as set out in the provisions of this agreement, and such breach is not remedied by the Tenant within seven days of notice thereof being sent to the Tenant, the Landlord shall be entitled further to such fundamental breach to terminate the agreement, claim vacation of the premises and exhaust all the relief vested in the Landlord pursuant to the provisions of this agreement and/or the law vis-a-vis the Tenant. (c) In the event that the Tenant breaches a condition that is not fundamental to this contract, if 30 days after being so required by the Landlord the Tenant has not remedied the breach, the Landlord shall be entitled to terminate the contract. (d) As regards the provisions of this agreement, the date of termination pursuant to the provisions of clauses 17(b) or 17(c) above shall be regarded as the end of the term of the tenancy. (e) Notwithstanding as aforesaid, the Kibbutz may also terminate the agreement forthwith in each of the following cases: (1) in the event that the Tenant has been declared bankrupt and/or a receivership order has been awarded against him and/or an attachment of his assets has been imposed and not removed within 30 days and/or in the event that a provisional or permanent winding-up order has been awarded against the Tenant and/or in the event that the creditor [sic] has entered into proceedings for a suspension of proceedings and a creditors arrangement in court; (2) in the event that the Kibbutz is obliged to terminate the agreement by law, such as in accordance with an order from a government entity and/or the Israel Land Administration.
Fundamental BreachAt the option of the Company upon the occurrence of any action set forth below (“Fundamental Breach”). Fundamental Breach shall mean: (i) Flotsam or the Designated Representative’s conviction for, or guilty plea to, any criminal offence. An “offence” means: · a summary conviction or indictable offence under the Criminal Code (Canada); or · a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction including The Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada; (ii) Flotsam’s or the Designated Representative’s engagement in conduct that constitutes wilful neglect or wilful misconduct in carrying out their duties under this Agreement, resulting, in either case, in material harm to the financial condition or reputation of the Company and its subsidiaries (considered on an aggregate basis); (iii) Flotsam’s or the Designated Representative’s wilful breach of Sections 9, 10 or 11 of this Agreement; (iv) Flotsam’s or the Designated Representative’s failure to substantially perform the services to be rendered by Flotsam hereunder after receipt of written notice from the Board and a reasonable opportunity (but in no event more than 5 days after notice was delivered) for Flotsam or its Designated Representative to cure such non-performance; or (v) Flotsam’s or the Designated Representative’s failure to adhere to, or take affirmative steps to carry out, any legal and proper directive of the Board, after receipt of written notice from the Board and a reasonable opportunity (but in no event more than 5 days after notice was delivered) to cure such non-adherence or failure to act.
Fundamental Breach. This Agreement may be terminated by Ironwood, with the consequences set forth in Section 8.6.1, by written notice by Ironwood, in the event of a material breach by Astellas of its material obligations hereunder relating to the Development and Commercialization of Products (A) which material breach (x) (i) substantially adversely impacts the Development and Commercialization of Products in the Territory in a manner that essentially precludes successful Development and Commercialization of Products in the Territory as contemplated in this Agreement, and (ii) is of a nature and severity so that other remedies at law or in equity would be inadequate, or (y) has or, unless abated will have, a material adverse effect on the successful development and commercialization of the Licensed Compound or Product outside of the Territory and/or results or, unless abated will result, in Ironwood’s breach of its obligations to Forest or Allergan under the Forest Agreement or the Allergan Agreement, as applicable, and (B) which material breach remains uncured for [**] days measured from the date written notice of such breach is given to Astellas, which notice will specify the nature of the breach and demand its cure; provided, however, that if such breach is not capable of being cured within the stated period and Astellas uses Commercially Reasonable Efforts to cure such breach during such period and presents a reasonable remediation plan for such breach, this Agreement may not be terminated by Ironwood and the cure period will be extended for such period provided in the remediation plan as long as Astellas continues to use Commercially Reasonable Efforts to pursue the cure as provided in such remediation plan; and provided further that if Astellas disputes the alleged breach in good faith, such cure period shall be tolled until such dispute is finally resolved in favor of Ironwood.
Fundamental Breach. 17.1 Should any Party materially breach any provisions of this Agreement and fail to remedy such breach within thirty (30) Business Days after receiving written notice from the other Party requiring such remedy, then the Party aggrieved by such breach shall be entitled, without prejudice to their other rights in law including any right to claim damages, to cancel this Agreement or to claim immediate specific performance of all of the defaulting Party’s obligations the due for performance at the time of breach. 17.2 For the avoidance of doubt and notwithstanding the foregoing, if the breach constitutes repudiation, any Party aggrieved by such breach shall be required to provide written notice requesting the remedy thereof, before cancelling this Agreement, without prejudice to their rights in law including right to damages.
Fundamental Breach. A Fundamental Breach will have been committed by: (a) UDC, if UDC fails to pay any amount which is due and payable under this agreement and does not remedy that failure within 10 working days of being required by written notice to do so, except where there is a good faith dispute as to the liability to pay that amount; or the (b) Supplier, if the Supplier: (i) supplies milk produced by the Farm during the Term to any person other than UDC in breach of this agreement; (ii) consistently supplies poor quality milk (with 10% or more of milk by volume being graded as C/D Grade or Reject) and fails to put in place (or implement) a corrective action plan (approved by UDC) within 10 working days of being required by written notice to do so; or (iii) fails to comply in any material respect with requirements set out in the Milk Supply Handbook and does not reasonably remedy or take reasonable steps to address that failure (by implementing approved improvement plans or otherwise taking steps to the reasonable satisfaction of UDC) within 10 working days of being required by written notice to do so.
Fundamental BreachSECTION 7 OF THIS AGREEMENT SHALL APPLY EVEN IF THERE IS A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH OF THIS AGREEMENT.
Fundamental Breach. 14.1 If a Party (other than a JV Entity) (the "Breach Notice Sender") alleges that any other Party (other than a JV Entity) (the "Breach Notice Recipient") or ROSM has committed a Fundamental Breach it shall notify the Breach Notice Recipient, the other Parties and ROSM giving details of the alleged Fundamental Breach and the reasons why it considers that a Fundamental Breach has occurred (a "Breach Notice"). 14.2 Not later than 5 Business Days following receipt of a Breach Notice, the Breach Notice Recipient shall notify the Breach Notice Sender, the other Parties and ROSM if it disputes the existence of the Fundamental Breach alleged (a "Dispute Notice"). 14.3 If the Breach Notice Recipient disputes the existence of the alleged Fundamental Breach, the matter shall be referred to the Cosan Shareholder Representative and the Shell Shareholder Representative, who shall use all reasonable endeavours to resolve the matter as early as possible and in any event within 20 days of the date of delivery of the Dispute Notice. 14.4 If a matter is not resolved in accordance with Clause 14.3, it may be referred by either the Breach Notice Sender or the Breach Notice Recipient (with written notice to the other) to arbitration to be finally resolved in accordance with Clause 37; provided that no such matter shall be presented for arbitration prior to the end of the 20 day cure period set out in Clause 14.3, other than by agreement between both Cosan and Shell. 14.5 In the event that a Breach Notice is delivered by a Party either: (i) after a Third Party Offer Notice has been delivered to the Other Party; or (ii) after the date on which such Party furnishes non-public information to a Third Party Offeror or its Representatives; and 14.5.1 a potential transfer to a Third Party Offer Notice is not completed; and 14.5.2 an Arbitrator determines in accordance Clause 37 that: (a) the delivery of such Breach Notice was frivolous and vexatious in nature; and (b) the reason the potential transfer to the Third Party Offeror did not complete was, in whole or in part, because of the serving of the Breach Notice, then the Party serving the frivolous and vexatious Breach Notice shall be liable to the Other Party for any damages arising directly out of, or in connection with, the delivery of such a Breach Notice, as such Arbitrator shall decide. 14.6 Where damages are payable to an Other Party pursuant to Clause 14.5, the Party which served the frivolous and vexatious Breach Notice ma...
Fundamental Breach. 16.1 Breaches of the provisions of paragraphs 5,6,7,8,9,11 shall be considered fundamental breaches of this agreement. 16.2 If the Lessee fails to pay rental fees and/or any other payment due therefrom in accordance with this agreement beyond a period of 7 days, and/or if the Lessee fails to vacate the apartment promptly and/or if the Lessee commits another fundamental breach of the agreement, the Lessor shall be entitled to nullify this agreement on the date determined, and the Lessee shall be obliged to vacate the Premises of any person or object belonging thereto, and to return it to the Lessor on the said date, without derogating from the Lessor's right to any other remedy in accordance with this agreement and/or in accordance with the provisions of any law. If the Lessee fails to vacate the Premises as stated or after the termination of the rental, the Lessor shall be entitled to enter the Premises, to remove the Lessee's objects and to place them in any place outside the Premises, to change the locks on the Premises, to disconnect the supply of electricity to the Premises, to prevent access to the Premises by the Lessee, and to let the Premises to others as it shall see fit, and the Lessee shall not have any claim or suit against the Lessor for these actions.
Fundamental Breach. On the occurrence of any of the following events (which are deemed fundamental breaches of this Agreement): 23.2.1 failure on the part of VIL to comply with the terms of any Default Notice as provided this Agreement; and/or 23.2.2 failure by either Party to carry any of its obligations under this Agreement resulting in the other Party substantially suffering deprivation of its entitlement or entitlements under this Agreement.
Fundamental Breach on the occurrence of significant default by either party under the terms of this Agreement and in such event the defaulting party shall receive notice in writing to rectify the situation within 120 days or risk termination and such notification shall acknowledge that all existing terms are applicable throughout that period.