Procedure on breach Clause Samples
Procedure on breach. Following a Breach, the Board, at a meeting in which the Directors nominated by the Defaulting Party will not be entitled to participate, may give written notice to the Defaulting Party within 60 Business Days of receiving notification of the Breach from the Defaulting Party or of becoming aware of the Breach, whichever is the earlier, requiring the Defaulting Party:
(i) to sell the Sale Shares (as defined below) at a price per Share equal to 82.5 per cent of the Market Price of the Sale Shares but in all other respects in accordance with the provisions of clause 9.1 of the Relationship Agreement, in which case the provisions of clauses 9.2, 9.4, 9.5 and 10 of the Relationship Agreement shall apply, mutatis mutandis and as the case may be; and
(ii) in addition to, or as an alternative to, requiring the sale of the Sale Shares as set out in (i) above to take such other actions which the Board (the composition of which shall exclude the Directors nominated by the Defaulting Party) and the Defaulting Party may together agree will remedy the Breach, whereupon the Defaulting Party shall be obliged to take such actions within the time agreed between the Defaulting Party and the Board;
Procedure on breach. If: the Tenant considers that the Landlord is in breach of its obligations under clause 4.1(a); or the Landlord considers that the Tenant is in breach of its obligations under clause 4.2(a); the party alleging the breach (“the Notifying Party”) may serve written notice (“Default Notice”) on the party alleged to be in breach (“the Defaulting Party”) specifying the alleged breach and requiring it to be remedied within a reasonable time from the date on which the Default Notice is served (“the Notice Period”). The Notice Period must be specified in the Default Notice, and must not be shorter than 15 working days. If the Defaulting Party considers that: the breach specified in the Default Notice has not occurred; or the breach specified in the Default Notice has only occurred due to a breach by the Notifying Party of its covenant in clause 4.1(b) or 4.2(b) (as applicable); or the breach specified in the Default Notice has only occurred because the performance of the relevant Obligation(s) would be illegal or unlawful, or would cause (or might reasonably be expected to cause) consequences which would be illegal or unlawful; or the breach specified in the Default Notice has only occurred because of events or matters outside the Defaulting Party’s reasonable control; the breach specified in the Default Notice is instead a breach of an Obligation which is noted as a responsibility of the Notifying Party in the Schedule (or has been substantially caused by such a breach); or the time given to remedy the alleged breach in the Default Notice is not reasonably sufficient to remedy the breach; or the matter should otherwise be referred to an Expert to determine what steps (if any) the Defaulting Party should be required to take to remedy the breach specified in the Default Notice and the timescale in which those steps should be taken; then during the Notice Period the Defaulting Party may serve a counternotice (“Counternotice”) on the Notifying Party stating the grounds on which the Defaulting Party objects to the Default Notice. If a Counternotice is served by the Defaulting Party during the Notice Period then the Defaulting Party and the Notifying Party shall have a period of 20 working days (“the Negotiation Period”) to resolve the dispute by negotiation. If the dispute is not resolved within the Negotiation Period then either party may refer to matter to expert determination in accordance with clause Error: Reference source not found. If a dispute is referred to ex...