Fundamental Breaches Sample Clauses

Fundamental Breaches. 23.1 If the Supplier has fundamentally breached the Agreement and/or breached the Agreement in a non-fundamental breach and has not rectified the breach within 5 work10 business days from the date of the Company’s written demand, the Company may, at its sole discretion, take one or more of the following measures, without terminating the Agreement: 23.1.1 To immediately, permanently or temporarily, suspend the provision of services, in whole or in part; 23.1.2 To replace the Supplier, permanently or temporarily, with another service provider in order to complete the services,; 23.1.3 To charge the Supplier for its expenses regarding the aforementioned with the addition of administrative expenses at a rate of 15%, including VAT; 23.1.4 To remove the Supplier from the Pool of Framework Suppliers. To obviate any doubt, it is hereby declared that the Company’s action pursuant to this section does not terminate this Agreement and does not exempt the Supplier from its obligations pursuant to the Agreement, unless the Company has terminated the Agreement. 23.2 Without derogating from the aforementioned, and in addition to the provisions in Section 23.123.1 above, the Company may, at its sole discretion, terminate this Agreement immediately, in whole or in part, by giving written notice to the Supplier, without the need for providing any warning and without being obligated to pay any compensation, this without derogating from any other or additional remedy at its disposal, on the occurrence of one of the following instances. It is clarified that in the event of termination, the Supplier shall be entitled to consideration for services and deliverables properly carried out or provided prior to the date of termination, however the Company has the right to offset any expenses and damages it may have as a result of the Supplier's breach and/or actions, and any other rights and remedies according to the agreement (including section 23.1) and/or applicable law: 23.2.1 A fundamental breach of the Agreement by the Supplier/or a non- fundamental breach which was not rectified within 5 work days10 business days from the date of the Company’s written demand; 23.2.2 The Supplier is suspected of committing an offense involving moral turpitude; 23.2.3 A request for dissolution or a request for an arrangement with creditors or a request for insolvency has been submitted against or by the Supplier, which was not removed within 30 days; 23.2.4 A foreclosure has been imposed on the S...
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Fundamental Breaches. 45.1 The parties hereby expressly agree that in addition to the provisions which are prescribed in this Lease Agreement itself as being deemed to be a fundamental breach, each of the breaches specified below shall be fundamental breaches: (a) Non payment of any amount for which the Lessee is liable under the provisions of this Lease Agreement on the date prescribed for payment thereof. (b) A breach of any of the provisions of clauses 7,8,12,43,50,55 and/or a breach of any of the provisions of Chapters 3, 5 and 7 of this Agreement. (c) Failure to arrange the securities that the Lessee has undertaken to arrange in accordance with the provisions of the sixth Chapter of this Lease Agreement, or failing to maintain such securities in force. (d) Failure to deliver the Guarantee to the Company on the date prescribed for doing so or failure to re-instate the guaranteed sum after enforcement thereof by the Company. (e) A material inconsistency between the demised premises and the technical specification. 45.2 Where the Lessee and/or the Company have committed a fundamental breach of this Lease Agreement and such breach has not been remedied within 30 days from the date on which they were required in writing to do so by the other party, the Company and/or the Lessee shall be entitled to give written notice to the other party of the rescission of this Lease Agreement and the letting thereunder, and in connection therewith all the provisions shall apply, that relate to the case of rescission of the Lease Agreement as specified in Clause 48 below. 45.3 It is made clear that nothing by virtue of this Clause shall derogate from the rights of the parties to claim and avail themselves, together with the rescission of the Lease Agreement or instead of the same, any other lawful remedy, including damages and/or mandatory and/or restraining injunctions. .
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Fundamental Breaches. The following Acts, omissions and events may constitute fundamental breaches of the Contract and/or any IPA by the Provider:
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Fundamental Breaches. The provisions of Chapters I, J, K and O and the provisions of sections 8.8, 13 and 46_are fundamental provisions, and breach thereof shall be deemed to be a fundamental breach of this Agreement. It is agreed that the Client shall not be entitled to cancel this Agreement before the Contractor is given prior, written notice of 60 days, during which time the Contractor did not remedy the breach.
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Fundamental Breaches. Without prejudice to the generality, the following acts, omissions and events may constitute fundamental breaches of the Agreement by the Provider:
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Fundamental Breaches. 21.1. In the event that the Supplier conducts a fundamental breach of this Agreement and/or conducted a non-fundamental breach of this Agreement and does not amend the violation within 5 work days from the time of the Client’s written request, the Client will be entitled, at its sole discretion, to act in one or more of the below detailed ways, without causing the expiration of this Agreement: 21.1.1. To terminate immediately, permanently or temporarily the continuation of the provision of Services, whether in full or in part; 21.1.2. Replace the Supplier with another service provider in order to complete the Services, whether permanently or temporarily; 21.1.3. The Client will be entitled to collect from the Supplier its expenses in the aforementioned case plus administrative expenses at the rate of 15% including VAT. To remove all doubt, it is hereby clarified that the actions of the Client according to this paragraph do not terminate this Agreement and do not release the Supplier from its obligations according to this Agreement. 21.2. Notwithstanding the aforementioned, in addition to the aforementioned in paragraph 21.1 above the Client may, at its sole discretion, terminate this Agreement immediately, whether in full or in part, by providing a written notice to the Supplier, without the need to provide any alert whatsoever, without being obliged to pay any compensation, and without detracting from any other or additional relief at its disposal, in one of the below cases: 21.2.1. Fundamental breach of this Agreement by the Supplier 21.2.2. The Supplier is suspicious of committing a crime that bears infamy 21.2.3. A request for liquidation or settlement with creditors or a bankruptcy request were submitted against the Supplier or by the Supplier; 21.2.4. Expropriation was applied to the property of the Supplier and/or funds owed to the Supplier by the Client and which are held by the Client, and the expropriation was not retracted within 14 days.
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Fundamental Breaches. 18.1. Where the Company committed a fundamental breach of the Agreement, the Procurer shall be entitled, according to its exclusive discretion and without derogating from the remedies accorded to it pursuant to any law, including the remedy of cancellation of the Agreement, to avail itself of one or more of the measures detailed below: 18.1.1. To immediately stop, permanently or temporarily, the continued provision of all or some of the services; 18.1.2. To replace the Company with another company in order to complete the services, permanently or temporarily. 18.1.3. The Procurer shall be entitled to collect and/or to offset from the Company its expenses in the cases stated above with the addition of administrative expenses at the rate of 15% including VAT. 18.1.4. In order to remove doubt, it is herein declared that nothing in the action of the Procurer pursuant to this section shall serve to release the Company from its obligations pursuant to this Agreement.
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Related to Fundamental Breaches

  • TERMINATION AND BREACH This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Data Breaches 4.1 The Data Processor does not guarantee that its security measures will be effective under all conditions. If the Data Processor discovers a data breach within the meaning of Article

  • Breach by Employee Employee hereby expressly covenants and agrees that the Company will suffer irreparable damage in the event any provisions of Sections 10, 11 and 12 are not performed or are otherwise breached and that the Company shall be entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of Section 10, 11 and 12 resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

  • 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.

  • 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.

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions: A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application; B. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement; C. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application; D. Applicant failed to pay the average weekly wage of all jobs in the county in which District’s administrative office is located for all Non-Qualifying Jobs created by Applicant; E. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; F. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement; G. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement; H. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement; I. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form; J. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; K. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor’s Office to have access to Applicant’s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant’s Qualified Property; L. Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with the Agreement; M. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or N. Applicant fails either to: i. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or ii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059.

  • Termination for Breach Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of prior written notice from such Party thereof.

  • Termination for Material Breach Either Party (the “Terminating Party”) may terminate this Agreement in its entirety, or on a country-by-country and Product-by-Product basis, in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within sixty (60) days after receipt of written notice of such breach by the Breaching Party from the Terminating Party (the “Cure Period”). The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 10.3 shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period; provided that in the event a claim of material breach is being contested diligently and in good faith by appropriate proceedings hereunder, any termination pursuant to this Section shall not become effective unless and until such material breach has been established in such proceedings and, in the event that, following such establishment, a cure may then be accomplished by the payment of money or the taking of certain actions, such payment or actions are not paid or taken within sixty (60) days of the conclusion of such proceedings. The right of either Party to terminate this Agreement as provided in this Section 10.3 shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

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