Material Breach. A material breach for purposes of this Agreement shall include, but not be limited to:
Material Breach. The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of Xxxxxxx’s duties under the Grant Agreement. Xxxxxxx's misrepresentation in any aspect including, but not limited to, of Grantee’s Solicitation Application, if any, or Grantee's addition to the XXX exclusion list (identification in XXX as an excluded entity) may also constitute a material breach of the Grant Agreement.
Material Breach. The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, in its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Xxxxxxx’s duties under the Contract. Xxxxxxx's misrepresentation in any aspect of Xxxxxxx’s Solicitation Response, if any, or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract.
Material Breach. The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, in its sole discretion, that Performing Agency has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Performing Agency’s duties under the Contract. Performing Agency's misrepresentation in any aspect of Performing Agency’s Solicitation Response, if any, or Performing Agency's addition to the System for Award Management (XXX) exclusion list will also constitute a material breach of the Contract.
Material Breach. Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured thirty (30) days after the non-breaching party gives the breaching party written notice of such breach.
Material Breach. A breach of a material provision of this Agreement includes, but is not limited to: misuse of Funding; a failure or inability to provide the Services as set out in the Service Plan; a failure to provide the Compliance Declaration; a failure to implement, or follow, a Performance Agreement, one or more material requirements of a Performance Improvement Process or of a Transition Plan; a failure to respond to Funder requests in a timely manner; a failure to: A) advise the Funder of actual, potential or perceived Conflict of Interest; or B) comply with any requirements prescribed by the Funder to resolve a Conflict of Interest; and a Conflict of Interest that cannot be resolved.
Material Breach. The System Agency may terminate the Grant Agreement, in whole or in part, if the System Agency determines, in its sole discretion, that Grantee has materially breached the Grant Agreement or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, whether or not such violation prevents or substantially impairs performance of duties under the Grant Agreement. Xxxxxxx's misrepresentation in any aspect including, but not limited to, of Application, if any, or Xxxxxxx's addition to the XXX exclusion list (identification in XXX as an excluded entity) may also constitute a material breach of the Grant Agreement.
Material Breach. (a) If either Party (the “Breaching Party”) materially breaches any of its material obligations under this Agreement, in addition to any other right and remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement by providing [***] (the “Notice Period”) prior written notice (the “Termination Notice”) to the Breaching Party and specifying the breach and its claim of right to terminate; provided, that (i) the termination shall not become effective at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice Period (or, other than with respect to a payment breach, if such breach cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period and thereafter diligently continues such actions), (ii) with respect to any alleged breach by AbbVie of its diligence obligations set forth in Section 5.2 or Section 5.7.2, Morphic shall first provide written notice thereof to AbbVie and the Parties shall meet within [***] after delivery of such notice to AbbVie to discuss in good faith such alleged breach, which discussions must be concluded before Morphic may issue any Termination Notice with respect to such alleged breach (for clarity, the Notice Period shall not commence prior to the conclusion of such good faith discussions and the subsequent issuance of a Termination Notice by Morphic) and (iii) if either Party initiates a dispute resolution procedure under Section 13.5 within the Notice Period to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1(a) shall be tolled until the final resolution of the dispute through such dispute resolution procedure, and if the dispute is finally resolved against the Party allegedly in material breach, any remainder of the applicable cure period shall commence upon such final resolution. It is understood that termination pursuant to this Section 12.2.1 shall be a remedy of last resort and may be invoked if the breach cannot be reasonably remedied by the payment of money damages.
Material Breach. Either party may terminate this Contract with immediate effect, if the other party commits a material breach of this Contract.
