Material Breach of This Agreement. If either Party commits a material breach of this Agreement, and does not cure such breach within ninety (90) days of receipt of written notice thereof from the non-breaching Party, then the non-breaching Party may terminate this Agreement; provided, however, that if such breach is not reasonably subject to cure within such ninety (90) days, subject to commercially reasonable efforts being undertaken by the breaching Party throughout such ninety (90)-day period and thereafter to cure such breach as promptly as possible, such cure period will be extended for an additional thirty (30) days; and provided, further that if either Party disputes in good faith whether a material breach of this Agreement has occurred, reasonably subject to cure, or been cured, then such ninety (90)-day period will be tolled during the pendency of such dispute. Such dispute will first be escalated to executive officers of the Parties, and if such officers are unable to resolve the dispute within ten (10) business days, such dispute will be escalated to the executive officers of Xxxxx and GNC Holdings, Inc. If the executive officers of Xxxxx and GNC Holdings, Inc. are unable to resolve the dispute within ten (10) business days, then either Party may refer the dispute to arbitration in accordance with Section 7.02. Notwithstanding the foregoing, Licensors will not have a right to terminate this Agreement under this Section 4.02 in the event any material breach of a Licensee or the failure of a Licensee to cure any material breach is caused (a) by GNC or any GNC Director acting against the direction of Xxxxx or any Xxxxx Director or by GNC or any GNC Director acting independently of Xxxxx or any Xxxxx Director, or (b) by an action or inaction of a Licensee that (i) was jointly approved by GNC or any GNC Director, on the one hand, and Xxxxx or any Xxxxx Director, on the other hand, or (ii) GNC or any GNC Director had prior knowledge of, and failed to raise an objection to, prior to the decision for such action or inaction being made.
Material Breach of This Agreement. If either Party is in material breach of this Loan Agreement, the other Party may terminate this Loan Agreement with immediate effect. It shall be considered as a material breach:
a. If the Borrower materially breaches its repayment; or
b. If the Lender materially breaches the terms and conditions as a User of MIRIS X, or otherwise materially breaches the terms of this Loan Agreement.
Material Breach of This Agreement. If County finds and determines that the Developer(s) has committed a material breach of this Agreement, County shall notify the Developer(s) in writing setting forth with reasonable particularity the nature of the breach and the evidence supporting the finding and determination and providing the Developer(s) a reasonable time in which to cure the material breach.
Material Breach of This Agreement. (1). In the event that a party believes that another party has materially breached this Agreement, the non-breaching party shall give written notice of the alleged breach to the breaching party. The breaching party shall have thirty days to cure the alleged breach from the date it receives written notice of the alleged breach. If the breach is not cured, termination is immediate. However, if breach occurs during the academic term and is not cured during the term, students enrolled in classes under this Agreement will be allowed to finish their coursework without penalty.
(2). If a Party is compensated under this Agreement, all compensation under this Agreement shall be prorated to the date of termination. A material breach of this Agreement includes, but is not limited to, a violation DCCCD Policies, a misrepresentation or false statement by one of the parties, or non- performance of a party’s duties.
Material Breach of This Agreement. For other breaches not provided for above, either party may terminate this Agreement in the event that the other party to this Agreement has materially breached this Agreement; provided, however, that the termination shall not be effective unless: (i) the terminating party provides the written notice ("Termination Notice") via overnight courier to the other party setting forth the facts and circumstances constituting the breach, and (ii) the party alleged to be in default does not cure such default (as reasonably determined solely by the party not in default) within thirty (30) days following receipt of the Termination Notice. In the event that the nature of the default specified in the Termination Notice cannot be reasonably cured within thirty (30) days following receipt of the Termination Notice, a party shall not be deemed to be in default if the party presents a schedule agreeable to the other party (in such other party's reasonable discretion), within the thirty (30) days period, to cure the default, commences curing the default and thereafter diligently executes the same to completion within one (1) month from commencing to cure such default. If the breach specified in the Termination Notice is timely cured or cure is commenced and diligently pursued, the Termination Notice shall be deemed rescinded and this Agreement shall continue in full force and effect.
Material Breach of This Agreement. The following shall be considered Material Breach for purposes of termination of this Agreement:
i. Breach of obligations and warranties and covenants under this Agreement.
ii. Non-compliance with all-applicable and enforceable laws, ordinances and regulations including but not limited to not obtaining any permits, licenses, consents, approvals and authorizations necessary for the performance of its obligations hereunder.
iii. Default in complying with COMPANY’s ‘Contractor EHS Agreement’.
Material Breach of This Agreement a material breach by a Non-Lead Partner of any of its obligations under this Agreement, which, if remediable, has not been remedied within 30 Working Days after issue of a written notice specifying the breach and requesting it to be remedied.
Material Breach of This Agreement
