Non-Material Breach. The Recipient may be in material breach under this Agreement if it fails to comply with any term of this Agreement. In the event of a material breach, CDFA shall provide in writing a Notice of Breach to the Recipient within ten (10) calendar days upon discovery of breach. The Recipient shall have ten (10) calendar days from receipt of the notice to cure the breach. If the Recipient fails to cure the breach within the time prescribed by this Agreement, CDFA may do any of the following:
A. Suspend payments;
B. Demand repayment of all funding;
C. Terminate the Agreement; or
D. Take any other action deemed necessary to recover costs. If CDFA determines that the Recipient is not in material breach but that the Project is not being implemented in accordance with the provisions of this Agreement, or that the Recipient has failed in any other respect to comply with the provisions of this Agreement, and the Recipient has failed to remedy any such failure in a reasonable and timely manner, CDFA may withhold all or any portion of the grant funding and take any other action that CDFA deems necessary to protect its interests. Where a portion of the grant funding has been disbursed to the Recipient and CDFA notifies the Recipient of its decision not to release funds that have been withheld pursuant to paragraph 17, the portion that has been disbursed shall thereafter be repaid immediately. CDFA may consider the Recipient’s refusal to repay the requested disbursed amount a material breach. If CDFA notifies the Recipient of its decision to withhold the entire funding amount from the Recipient pursuant to this paragraph, this Agreement shall terminate upon receipt of such notice by the Recipient and CDFA shall no longer be required to provide funds under this Agreement and the Agreement shall no longer be binding on either party. In the event CDFA finds it necessary to enforce this provision of this Agreement in the manner provided by law, the Recipient agrees to pay all enforcement costs incurred by CDFA including, if CDFA should prevail in a civil action, reasonable attorneys’ fees, legal expenses, and costs related to the action.
Non-Material Breach. See §14.
Non-Material Breach. A (i) breach of a representation or warranty or covenant contained in §6 or §7 (other than §7.1), (ii) breach of any other representation or warranty or covenant as to which such term “Non-Material Breach” is specifically applied, or (iii) Permitted Event; but only to the extent any such breach under (i) or (ii) or an event under (iii) (other than §7.1), neither (A) singularly or in conjunction with any other existing breaches or events under (iii), materially adversely affect the business, properties or financial condition of (x) MCRC; (y) MCRLP; or (z) the Borrower, the Guarantors and their Subsidiaries, taken as whole nor (B) singularly or in conjunction with any other existing breaches or events under (iii), materially adversely affect the ability of (x) MCRC; (y) MCRLP; or (z) the Borrower, the Guarantors and their Subsidiaries, taken as a whole, to fulfill the obligations to the Lenders under the Loan Documents (including, without limitation, the repayment of all amounts outstanding under the Loans, together with interest and charges thereon, when first due) nor (C) has been identified in this Agreement specifically as a matter that does not constitute a Non-Material Breach. During the continuance of any Permitted Event, the Real Estate (including Unencumbered Property) and other assets of any affected Guarantor shall be excluded from asset (but not liability) and income (but not loss) calculation under §9 which exclusions shall be evidenced in all compliance certificates provided as required by this Agreement. A breach or event which may constitute a Non-Material Breach shall be identified when first known to the Borrower, any Guarantor or Subsidiary on the next compliance certificate required to be delivered to the Lenders pursuant to the terms of this Agreement; provided that the identification of such breach or event as a Non-Material Breach by the Borrower, any Guarantor or any Subsidiary shall not be binding on the Lenders.
Non-Material Breach. In the event of a Breach by the Breaching Member, the Non-Breaching Member shall have the following rights:
(a) without being deemed a Breach, the Non-Breaching Member may elect to withhold the funding of its pro rata portion of the Operations Shortfall Amount (the “Non-Breaching Member’s Amount”), or if the Non-Breaching Member elects to withhold the Non-Breaching Member’s Amount but has already advanced the Non-Breaching Member’s Amount to the Company, then AMD Member and Fujitsu Member shall cause the Company to refund the Non-Breaching Member’s Amount to the Non-Breaching Member; however, it is understood that AMD Member, Fujitsu Member and the Company shall reasonably agree upon a mechanism to prevent such an advance by a Non-Breaching Member; or
(b) Within ten (10) days of the Breach, the Non-Breaching Member may elect to fund the Non-Breaching Member’s Amount and a portion or all of the Breaching Member’s pro rata portion of the Operations Shortfall Amount (such amount actually funded by the Non-Breaching Member on behalf of the Breaching Member, the “Breaching Member’s Amount”). In exchange for funding the Breaching Member’s Amount, the Company will issue to the Non-Breaching Member a convertible note in the form attached hereto as Exhibit F (a “Breach Convertible Note”) with a principal amount equal to the Breaching Member’s Amount.
Non-Material Breach. With respect to a breach of this Agreement that is neither a Material Breach nor a breach of Article 6 (Quality Assurance), a Party may provide the other Party with written notice alleging that the other Party has breached an obligation under the Agreement. The written notice must set forth with particularity a description of the purported breach and requested actions to remedy the breach. The Party accused of breach in such notice will have 30 days from the date of receipt of the notice to cure the breach. If the breach is not capable of being cured within 30 days, the Party accused will have an additional 30 days to cure the breach. The breaching Party shall act in good faith, using commercially reasonable efforts to cure the breach as soon as possible, but not later than 60 days from receipt of the initial notice.
Non-Material Breach. Remedies for breaches of this Agreement or any of the Collateral Agreements that are not Material Breaches as defined in Section 12.2 or 12.3 shall be governed by this Section 12.1. If either party gives notice to the other of a breach that is governed by this Section 12.1, the breaching party must either (i) remedy the breach within 15 days of receiving notice, (ii) if the breach cannot be remedied in 15 days, formulate a reasonable plan to remedy the breach as promptly as practicable and deliver a copy of such plan to the other party within 15 days (a "Remedial Plan") and commence implementation of the Remedial Plan as promptly as reasonably possible or (iii) dispute the occurrence of a breach in accordance with Sections 12.6 and 12.7 and prevail in the assertion that no breach has occurred. If the party receiving a Remedial Plan believes that the length of time provided for remedy of the relevant breach is unreasonably long, such party may request that a reasonable time to effect such remediation be determined in accordance with Sections 12.6 and 12.
Non-Material Breach. Prior to bringing a Third Party Beneficiary Claim for any other breach, Third Party Beneficiary must send a notice of breach to CI Plus TA specifying the action in breach by a Licensee. If the identity of the Licensee is not known by Third Party Beneficiary, CI Plus TA shall assist Third Party Beneficiary in indentifying such Licensee. Once identified, Third Party Beneficiary shall also send a notice of breach to the Licensee. Licensee shall have five (5) calendar days to acknowledge receipt of the notice of breach and an opportunity to cure such breach pursuant to subsection (i)(a) above. If Licensee fails to acknowledge receipt of the notice of breach within five (5) calendar days or fails to cure such breach within thirty (30) days after receipt of the notice of breach, Third Party Beneficiary may file a Third Party Beneficiary Claim against Licensee for damages. with a copy to CI Plus TA, which shall trigger the cure period of thirty (30) calendar days, or longer period as determined by Third Party Beneficiary, from the day Licensee received such notice, or (ii) in situations where the Licensee has engaged in a pattern of behaviour involving Material Breach, send notice to CI Plus TA that Third Party Beneficiary is bringing such Third Party Beneficiary Claim. CI Plus TA shall consult with Licensee on such notice, and if such Third Party Beneficiary Claim cannot be brought according to this Agreement, will notify Third Party Beneficiary. In the event a breach (including a Material Breach) occurs of which Third Party Beneficiaries are not aware, CI Plus TA, if aware of such breach, shall inform Third Party Beneficiaries of such breach within two (2) calendar days of discovering the breach.
Non-Material Breach. 49 12.2 Company's Material Breach...............................................50 12.3 NWIP's Material Breach..................................................50 12.4 Procedures for a Material Breach........................................51 12.5 Excusable Delay/Time Extension..........................................52 12.6
Non-Material Breach. A non-material Breach of this Agreement shall not constitute an Event of Default if (i) such Breach is subject to liquidated damages; or (ii) such Breach is immediately cured upon notice to the Contractor or; (iii) such Breach is accidental, inadvertent and occasional and not a pattern and practice of this Contractor.
Non-Material Breach. In the event of a breach by the Merchant, of the Restricted Activities set out in clause 9.1 of the User Agreement (but excluding 9.1 (a) unless the breach of any of the agreements referred to in 9.1(a) is a material breach in which case this clause 12.3 shall apply to such material breach) PayPal has the following rights, in addition to any others it may have:
