Material Breaches. The references in this Agreement to specific material breaches of this Agreement shall not be construed as implying that other breaches of this Agreement are not material.
Material Breaches. The notice and cure provisions in paragraph 22.2.1 do not apply to defaults identified in this Agreement as Material Breaches. Material Breaches must be cured as expeditiously as possible following occurrence of the breach.
Material Breaches. Commerce materially breaches this Agreement; or
Material Breaches. 16.1. Should the Service Provider committed a Material and/or Non-Material Breach of the Agreement and failed to repair said violation within 5 working days from the date of the Company’s written demand, the Company will be entitled, at its sole discretion, to take one or more of the following steps detailed herein, and this without causing the termination of the Agreement:
16.1.1. Cease immediately, whether permanently or temporarily, the continued provision of Services, all or parts thereof;
16.1.2. Replace the Service Provider with another Service Provider to complete he services, whether permanently or temporarily; The Company will be entitled to collect from the Service Provider its expenses in the above mentioned cases and additional administrative expenses at a rate of 15% including VAT. To dispel any doubt, it is hereby declared that the Company’s action as per this Clause does not bring the Agreement toward its termination and does not release the Service Provider from his obligations as per this Agreement.
16.2. Without derogating from the mentioned, and in addition to the above mentioned in Clause 16.1 above, the Company is entitled, at its sole discretion, to cancel the Agreement immediately, in full or in part, by advanced written notification to the Service Provider, without the need for any warning, without any obligation to pay any compensation whatsoever, and without derogating from any other or additional remedy at its disposal, should one of the following occur:
16.2.1. A Material violation of the Agreement by the Service Provider;
16.2.2. The Service Provider is suspect in the commission of an offense involving moral turpitude;
16.2.3. If it becomes clear to the Company at any stage there is any legal impediment to continuing the contract with the Service Provider;
16.2.4. If it becomes clear that the Service Provider has violated and/or stands to violate any law, whether or not bound by the Agreement;
16.2.5. The Service Provider was negligent in the execution of his obligations according to the Agreement and/or breached the fiduciary duty and/or the warranty and/or acted in Conflict of Interest with the Agreement;
16.2.6. A liquidation request or a settlement agreement with his creditors or a bankruptcy application has been filed against or by the Service Provider;
16.2.7. A foreclosure was imposed on the Service Provider's assets and/or funds due to the Service Provider from the Company and held by the Company and the foreclosure was...
Material Breaches. Either Party may terminate this Agreement before the normal expiration hereof in the event of a material breach by the other Party. In order to terminate for material breach, the non-breaching Party must give the breaching Party written notice identifying the purported breach in reasonable detail and requesting that the breach be cured (the “Cure Notice”). If the breaching Party fails to cure the breach within thirty (30) days of receipt of the Cure Notice, the other Party shall have the right to terminate this Agreement, effective upon seven (7) days prior written notice to the breaching Party (the “Terminating Notice”); provided, however that if such breach cannot reasonably be cured within thirty (30) days of receipt of the Cure Notice, the same shall not constitute a failure to cure hereunder if, prior to the delivery of the Terminating Notice to the breaching Party, the Parties mutually agree upon a written plan to cure the breach and the breaching Party continues to perform in accordance with the written plan of cure.
Material Breaches. Following any material breach (i) by Xxxxxxx X. Xxxxxx of the Citron Employment Agreement or (ii) by Xxxx X. Xxxxx of the Lefar Employment Agreement, Holdings shall exercise all of its rights and remedies provided by law to be compensated for all damages, losses, claims and expenses arising out of or in connection with such material breach, including, without limitation, the right to require the breaching party to account for and pay to Holdings all compensation, profits, moneys, accruals, increments or other benefits derived or received by such breaching party as a result of any transaction constituting such material breach. In the event that any such material breach constitutes an activity prohibited by any restrictive covenant contained in the Citron Employment Agreement or Lefar Employment Agreement, as appropriate, Holdings shall also seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the breaching party from engaging in such activity, or such other relief as may be required specifically to enforce the applicable restrictive covenant.
Material Breaches. (i) A Party shall have the right to terminate this Agreement on written notice to the other Party if the other Party commits a material breach of its obligations under this Agreement and fails to remedy such breach within [*] days after notice of such breach. After the end of the applicable cure period, if the breach has not been cured, the Party having the right to termination may terminate in whole or in part immediately upon notifying the breaching Party in writing. Any termination of this Agreement shall not release the breaching Party from its obligations or otherwise affect or limit the Parties’ rights and remedies. For clarity, Cempra’s breach of its minimum purchase obligations under Section 2.6(d) of this Agreement shall be construed as a material breach of Cempra enabling termination as set forth in this Section 10.2 (b)(i).
(ii) Each Party shall notify the other Party in writing as soon as reasonably possible of any claim, threatened claim, or allegation made against it or any Affiliate thereof concerning any alleged, potential, or actual infringement, violation, or misappropriation of any Third Party’s intellectual property rights (including but not limited to Patents) in the Manufacture of API or performance of FFFC’s other obligations under this Agreement. Upon such notice, the Parties shall enter into good faith discussions concerning such claimed, alleged, possible, or actual infringement, violation, or misappropriation and potential appropriate or necessary measures that may enable FFFC to continue to perform this Agreement without infringing, violating, or misappropriating any Third Party’s intellectual property rights (including but not limited to Patents). If FFFC fails to propose a reasonable, feasible and practical solution embodying appropriate and necessary measures enabling such non-infringing, non-violating, and non-misappropriating continued performance by FFFC that (i) would not require any additional cost or expenditure by Cempra or otherwise adversely affect Cempra’s, its Affiliates’, or any of its or its Affiliates’ licensees’, sublicensees’, or distributors’ development, manufacture, or commercialization of API or Drug Product and (ii) is reasonably approved in writing by Cempra in its sole discretion within [*] days after one Party provides such notice to the other Party of the applicable claim, threatened claim, or allegation, then Cempra shall have the right to terminate this Agreement on written notice to FFFC.
Material Breaches. A Party shall be deemed to be in default under this Agreement only if such Party has materially breached or failed to perform its obligations hereunder, and non-material breaches or failures shall not be grounds for declaring a Party to be in default, postponing the Transfer of Operational Control, or terminating this Agreement. For purposes of this Agreement, a Party’s failure or refusal to execute any of the Ancillary Agreements shall constitute a material breach.
Material Breaches. Section 2.1.1 — any act or omission by ARIAD that is inconsistent with, or that materially adversely affects, the rights and licenses granted to Bellicum as set forth in Section 2.1.1;
Section 2.1 3(a) – any act by ARIAD that is inconsistent with the prohibitions imposed on ARIAD pursuant to Section 2.1.3(a), including, but not limited to, any such act that materially adversely changes any such prohibition, or that to any extent releases ARIAD from any such prohibition;
Material Breaches. Without limiting the foregoing, the following shall all be deemed material breaches of this Agreement:
17.2.1. Student's failure to timely remit a Payment to the Funder.
17.2.2. Student's failure to timely remit required financial documents or updated Tax Return/required information.
17.2.3. Student's failure to timely notify Funder of a change in employment status.
17.2.4. Student's failure to provide accurate and truthful information to Funder, all such information being warranted and represented as truthful, not misleading, and accurate.
17.2.5. Student's failure to present information to perform a reconciliation or to remit the Reconciliation Payment.
17.2.6. Student's failure to provide updated contact information.
17.2.7. Student’s failure to provide documentation, when requested, to determine a Student’s eligibility for a Hardship Forbearance, discretionary forbearance, or unemployment.
