Potential Breach Sample Clauses

Potential Breach. Each party will promptly notify the other party of the occurrence of any event, or the existence of any fact, of which such party becomes aware that is not permitted by this Agreement and that results in the inaccuracy in any material respect of any representation or warranty of such party in this Agreement as of any time prior to the Closing, and such party will use its reasonable best efforts to cure such matter.
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Potential Breach. If Vendor becomes aware of a breach or potential breach of confidentiality or security by a Vendor Party relating to Ordered Services Vendor will: (a) immediately notify Company via email to Company’s Senior Director, Product & Portals Application Domain, (b) promptly and diligently investigate the breach or potential breach, (c) promptly inform Company of the investigation results, and (d) assist Company in remediating the breach or potential breach.
Potential Breach. 1. Contractor shall report any Potential Breach within 72 hours of detection to the DOJ CO and the COR, unless Contractor has (a) completed its investigation of the Potential Breach in accordance with its own internal policies and procedures for identification, investigation and mitigation of Security Incidents and (b) determined that there has been no Confirmed Breach. 2. If Contractor has not made a determination within 72 hours of detection of the Potential Breach whether an Confirmed Breach has occurred, Contractor shall report the Potential Breach to the DOJ CO and COR within one-hour (i.e., 73 hours from detection of the Potential Breach). If the time by which to report the Potential Breach occurs outside of regular business hours and/or neither the DOJ CO nor the COR can be reached, Contractor must call the DOJ Computer Emergency Readiness Team (DOJ-CERT) at 1-866-US4-CERT (0-000-000-0000) within one-hour (i.e., 73 hours from detection of the Potential Breach) and contact the DOJ CO and COR as soon as practicable.
Potential Breach. Each party will promptly notify the other parties of the discovery or occurrence of any event, condition, factor or circumstance that (a) results in the inaccuracy in any material respect of any representation or warranty of such party in this Agreement as of any time prior to the Closing; (b) results in or constitutes any breach of any covenant or obligation of such party in this Agreement as of any time prior to the Closing; or (c) may make the timely satisfaction of any of the conditions set forth in Section 6 impossible or unlikely, and such party will use its Reasonable Best Efforts to cure such matter.
Potential Breach. Each party will use its reasonable best efforts to cure any breach or potential breach of this Agreement by such party.
Potential Breach. From the date hereof through and including the Closing Date, each party will promptly notify the other parties of the occurrence of any event, or the existence of any fact, of which such party becomes aware that results in the inaccuracy in any material respect of any representation or warranty of such party in this Agreement as of any time prior to the Closing, and such party will use its commercially reasonable efforts to cure such matter.
Potential Breach. If any of the Vendors acquires any knowledge of any event or matter (whether or not occurring or existing before the signing of this Agreement) which is or might be or might reasonably be expected to lead to a breach of, or be inconsistent with, any of the Warranties or might give rise to a claim under the Deed of Indemnity or which results or might result in any of the Warranties being unfulfilled, incorrect, untrue or misleading or which would or might entitle the Purchaser to rescind this Agreement or claim damages under it, such Vendor shall at once disclose in writing to the Purchaser all that such Vendor knows about the event or matter in question. The Vendors shall make any investigations concerning the event or matter which the Purchaser may require.
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Related to Potential Breach

  • 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).

  • Termination for Material Breach Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety in the event the other Party (the “Breaching Party”) has materially breached this Agreement, and such material breach has not been cured within [***] (other than any breach for failure to pay, which shall be [***] or other than as provided in Section 13.2(b)) after receipt of written notice of such breach by the Breaching Party from the Non-Breaching Party (the “Cure Period”); provided, however, that, to the extent termination is for uncured breach by Licensee, such termination shall apply only to those countries in the Territory to which such breach relates except for an uncured breach affecting the United States, in which case this Agreement will terminate in its entirety. A material breach by Licensee of the Warrant, which is not cured by Licensee within [***] after written notice of such material breach to Licensee from Takeda, shall be deemed a material breach of this Agreement which relates to the entire Territory. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Any termination of this Agreement pursuant to this Section 13.2(a) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period, or unless such allegedly breaching Party disputes such breach. The right of either Party to terminate this Agreement as provided in this Section 13.2(a) shall not be affected in any way by such Party’s waiver of or failure to take action with respect to any previous breach under this Agreement.

  • 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.

  • Independence from Material Breach Determination Except as set forth in Section X.E.1.d, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that UHS has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.E, below.

  • Data Breach In the event of an unauthorized release, disclosure or acquisition of Student Data that compromises the security, confidentiality or integrity of the Student Data maintained by the Provider the Provider shall provide notification to LEA within seventy-two (72) hours of confirmation of the incident, unless notification within this time limit would disrupt investigation of the incident by law enforcement. In such an event, notification shall be made within a reasonable time after the incident. Provider shall follow the following process: (1) The security breach notification described above shall include, at a minimum, the following information to the extent known by the Provider and as it becomes available: i. The name and contact information of the reporting LEA subject to this section. ii. A list of the types of personal information that were or are reasonably believed to have been the subject of a breach. iii. If the information is possible to determine at the time the notice is provided, then either (1) the date of the breach, (2) the estimated date of the breach, or (3) the date range within which the breach occurred. The notification shall also include the date of the notice. iv. Whether the notification was delayed as a result of a law enforcement investigation, if that information is possible to determine at the time the notice is provided; and v. A general description of the breach incident, if that information is possible to determine at the time the notice is provided. (2) Provider agrees to adhere to all federal and state requirements with respect to a data breach related to the Student Data, including, when appropriate or required, the required responsibilities and procedures for notification and mitigation of any such data breach. (3) Provider further acknowledges and agrees to have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of Student Data or any portion thereof, including personally identifiable information and agrees to provide XXX, upon request, with a summary of said written incident response plan. (4) LEA shall provide notice and facts surrounding the breach to the affected students, parents or guardians. (5) In the event of a breach originating from XXX’s use of the Service, Provider shall cooperate with XXX to the extent necessary to expeditiously secure Student Data.

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