Material Breach by Company Sample Clauses

Material Breach by Company. The Company shall have materially breached this Agreement if, without Executive's prior written consent, one or more of the following events occur. (1) The Executive is otherwise removed from the offices provided for in this Agreement, for any reason other than the grounds for termination of his employment for cause as set forth in the Agreement. (2) The Executive is assigned any duties or responsibilities that are inconsistent, in any significant respect, with the scope of the duties and responsibilities associated with Executive's position as set forth in the Agreement.
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Material Breach by Company. In the event that the Company materially breaches this Agreement, which breach is not cured by the Company within ninety (90) days of the date on which written notice of such breach is provided by Executive to the Company, Executive may thereafter voluntarily resign and thereby terminate this Agreement. In such event, the Company shall pay to Executive the amounts required under Section 8(h).
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Material Breach by Company. The Company shall have materially -------------------------- breached this Agreement if, without the Executive's prior written consent, one or more of the following events occur: (i) the Executive is otherwise removed from the office(s) provided for in this Agreement, for any reason other than the legal termination of his employment; (ii) the Executive is assigned any duties or responsibilities that are inconsistent, in any significant respect, with the scope of duties and responsibilities associated with the Executive's position; (iii) the Executive suffers a reduction in the authorities, duties or responsibilities associated with his position, on the basis of which he makes a determination in good faith that he can no longer carry out such position in the manner contemplated at the time -10- this Agreement was entered into; (iv) the Executive's Base Salary is decreased by the Company, or his benefits or opportunities under any employee benefit or incentive plan or program of the Company or any other material benefit specifically promised to Executive herein is or are materially reduced unless such benefit, plan, or program is reduced or eliminated for all eligible employees of the Company on an equal basis; (v) the Company fails to pay the Executive any payments under any bonus or incentive plans when due; (vi) the Company fails to reimburse the Executive for business expenses in accordance with this Agreement and the Company's policies, procedures or practices; (vii) the Company fails to agree to or actually indemnify the Executive for his actions and/or inactions, as either a director or officer of the Company, to the fullest extent permitted pursuant to this Agreement, the Company's articles and by-laws and by applicable law; (viii) the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement; or (ix) the Company purports to terminate the Executive's employment for cause and such purported termination of employment is not effected in accordance with the procedures required by this Agreement, and for purposes of this Agreement, such purported termination of employment shall be invalid and of no force and effect.
Sample 1
Material Breach by Company. If termination of Executive's employment arises out of the Company's failure to pay Executive on a timely basis the amounts to which he is entitled under this Agreement or as a result of any other material breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to the provisions of Section 15 below, the Company shall pay the greater of the base salary at the rate then in effect for whatever time period is remaining under the Agreement or for one (1) year, whichever is greater and the provisions of Section 3 shall not apply.
Sample 1
Material Breach by Company. Provided that this -------------------------- Agreement has not previously been terminated under any other Section hereof, Executive shall have the right to terminate the term of employment for cause at any time, if, at the time notice is given by Executive to the Company describing the breach which has occurred, the Company shall be in material breach of its obligations hereunder, provided that, with the exception of clause (i) below, -------- the term of employment shall not so terminate if within the 15-day period following notice by Executive, the Company shall have cured all such material breaches of its obligations hereunder. The parties acknowledge and agree that a material breach by the Company shall include, but not be limited to, (i) the Company failing to cause Executive to serve in the capacities set forth in Section 2; (ii) Executive being required to report to persons other than those specified in Section 2; (iii) unless Executive otherwise consents, the Company requiring Executive's primary services to be rendered in an area other than in the Denver metropolitan area; and (iv) any breach of Sections 3.1, 3.2, 3.3, 3.5 or 8 of this Agreement.
Sample 1
Material Breach by Company. If this Agreement is terminated by Distributor pursuant to clauses (i) or (ii) of Section 15B, then the Company shall, within 30 days of the termination date specified in the Notice of Termination, return to Distributor any portion of the Initial Advance or the Supplemental Advance (to the extent paid) that was not theretofore credited against the Net Transfer Price of Systems shipped prior to Company's receipt of such Notice of Termination. The return of such payments shall not limit or restrict Distributor's remedies for Company's breach.
Sample 1
Material Breach by Company. Executive shall have the -------------------------- right to terminate the term of employment for cause at any time, if, at the time notice is given by Executive to the Company describing the breach which has occurred, the Company shall be in material breach of its obligations hereunder, provided that, with the exception of clause (i) below, the term of employment -------- shall not so terminate if within the 15-day period following notice by Executive, the Company shall have cured all such material breaches of its obligations hereunder. The parties acknowledge and agree that a material breach by the Company shall include, but not be limited to, (i) the Company's failure to cause Executive to serve in the capacities set forth in Section 2.1; (ii) the Company's willful and continuing refusal to permit Executive to discharge his duties described in Section 2.1 hereof; (iii) the Company failing to cause Executive to receive the stock option grant described in Section 3.4 hereof; (iv) Executive being required to report to persons other than as specified in Section 2.1; (v) unless Executive otherwise consents, a requirement by the Company that Executive's primary services be rendered in an area other than in the Denver metropolitan area; or (vi) any breach of Sections 3.1, 3.2, 3.4, 3.5 or 8 of this Agreement.
Sample 1
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Material Breach by Company. If termination of Employee's employment arises out of the Company's failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other material breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to the provisions of paragraph 15 below, the Company shall pay, in a lump sum payment, as liquidated damages, the base salary at the rate then in effect for whatever time period is remaining under the Term or one (1) year, whichever is greater and the provisions of paragraph 3 shall not apply.
Sample 1
Material Breach by Company. In the event of the Company's non-payment of compensation or non-reimbursement of expenses as provided for by this Agreement, Consultant shall have the right to terminate this Agreement, subject to the Company's right to cure such material breach in accordance with the terms of Section 9(e). Upon such termination, Consultant shall be entitled to receive payment in a lump sum of the unpaid balance of the Fee, and thereafter the Company shall have no further liability for compensation or other benefits to Consultant under this Agreement.
Sample 1

Related to Material Breach by Company

  • 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).

  • Breach by Seller In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser’s default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • 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.

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.

  • BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.

  • Breach by Resident Upon any breach by Resident of this Housing Agreement or a prior agreement between Resident and Owner or its affiliates, including community policies, Owner may without separate demand or notice except as provided by law, and in addition to other lawful remedies, do any one or more of the following: (i) collect any charge under this Housing Agreement or community policies, including reimbursement for costs of collection; (ii) terminate this Housing Agreement and/or Resident’s right to occupy the premises, and/or institute an action for eviction; (iii) sue to collect all past due charges and/or unpaid rent and other charges which become due through the End Date or until the bedroom space and all other bedroom spaces at the Property have been filled, with recovery by Owner of any discrepancy in rent rate and any expense incurred in obtaining the new resident contract; (iv) report any information to credit reporting agencies. Without limitation, Owner may terminate this Agreement for non-payment of rent or other charges, or upon any conduct by Resident that is prohibited by or in breach of this Agreement, or if, in the reasonable judgment of Owner, continued residency will or may be detrimental to the educational process or the health, safety and/or welfare of the other residents of the Property or any of the Property’s personnel. Upon any termination as described in this paragraph, Resident: (a) must fully vacate the bedroom space and apartment (including removing all personal belongings) within the time provided in the written notice given by Owner, and will have no further use of or access to the Property, the assigned apartment or bedroom space; and

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  • 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.

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