Material Breach of Obligations Sample Clauses

Material Breach of Obligations. In the event that either Buyer or, following the Closing, the Company (unless the Company’s breach arises out of an action taken by Xxxxx Xxxxx or Xxxxxxx Xxxxxx as officers of the Company, or by any Key Employee who was appointed as an officer of the Company by Xxxxx Xxxxx or Xxxxxxx Xxxxxx, without authorization from the Company’s Board of Directors), on the one hand, or the Sellers (as represented by the Representative) on the other hand, believes that the other party has materially breached any of its/his/their obligations set forth in these Earnout Guidelines, then the non-breaching party shall provide the breaching party with written notice setting forth in reasonable detail its basis for asserting such material breach. Following the non-breaching party’s receipt of such notice, the parties shall engage in good faith discussions for up to fifteen (15) days regarding such alleged material breach (the “Discussion Period”). Once the Discussion Period ends, and whether or not the parties are in agreement that there has been a material breach, the alleged breaching party shall have fifteen (15) days from the end of the Discussion Period to cure such alleged material breach. If the breaching party fails to cure such material breach after the expiration of such fifteen (15) day period, then the non-breaching party shall have the right to bring action to enforce its rights in accordance with Section 3.7 of these Earnout Guidelines.
Sample 1
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Material Breach of Obligations. Bus and/or Nordic is in material breach of its obligations to the Ad Hoc Committee under this Restructuring Agreement which is not remedied within 10 Business Days of written notice of the breach being given to the party in breach; and
Sample 1

Related to Material Breach of Obligations

  • Breach of Obligations The parties shall take all necessary measures (including the signing of confidentiality agreements) to ensure that their respective directors, employees, agents, contractors, suppliers and advisors also comply with the confidentiality obligations set forth in this chapter, and shall arrange for the summary dismissal without compensation of any such person who breaches these obligations.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Material Breach Either party may, upon giving thirty (30) days written notice, terminate this Agreement for the other party’s breach of any of its material obligations under this Agreement, provided that the breaching party shall not have cured such breach within the thirty (30) day notice period.

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of the Subscription Agreement or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

  • Breach of the Agreement In the event of any claimed breach of this Agreement, the party claimed to have committed the breach will be entitled to written notice of the alleged breach and a period of ten (10) days in which to remedy such breach. Executive acknowledges and agrees that a breach of any of the covenants contained in this Agreement will result in irreparable and continuing harm to the Company for which there will be no adequate remedy at law. The Company will be entitled to preliminary and permanent injunctive relief to restrain Executive from violating the terms and conditions of this Agreement in addition to other available remedies, at law and in equity.

  • Breach of Confidentiality The Parties agree that the disclosure of the Disclosing Party’s Proprietary Information in violation of this Agreement may cause the Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by the Receiving Party entitles disclosing Party to seek injunctive relief, in addition to any other legal or equitable remedies available to it, in any court of competent jurisdiction. For clarity, such disputes shall not be subject to Article XIII.

  • Breach of Agreements Licensee fails to perform in accordance with any of the material terms and conditions contained herein in any material respect.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Breach of other obligations any Security Party commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it under any of the Security Documents (other than those referred to in clauses 10.1.1 and 10.1.2 above) unless such breach or omission, in the opinion of the Agent (following consultation with the Banks) is capable of remedy, in which case the same shall constitute an Event of Default if it has not been remedied within fifteen (15) days of the occurrence thereof; or

  • Breach of Covenants If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

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