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;
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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...
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Related to Procedure on breach

  • Breach and Remedies for Breach The benefits associated with Sector membership will only accrue to the Members if each of them strictly complies with this Agreement. Each Member will make significant operational and financial commitments based on this Agreement, and any Member’s failure to fulfill any of its obligations under this Agreement could have significant adverse consequences for some or all other Members. Any failure by a Member to fulfill any of its obligations under this Agreement shall constitute a breach of this Agreement. Each Member shall be bound by the procedures set forth in this Section for determining whether a Member has breached this Agreement. The Sector shall be entitled to the remedies set forth in this Section if a Member is determined by the Sector to have breached this Agreement. Each Member shall take all actions and execute all documents the Manager deems necessary or convenient to give effect to the provisions of this Section.

  • Data Breach Notification Seller will promptly notify Buyer of any actual or potential exposure or misappropriation of Buyer data ("breach") that comes to Seller's attention. Seller will cooperate with ▇▇▇▇▇ and in investigating any such breach, at ▇▇▇▇▇▇'s expense. Seller will likewise cooperate with Buyer and, as applicable, with law enforcement agencies in any effort to notify injured or potentially injured parties, and such cooperation will be at Seller's expense, except to the extent that the breach was caused by ▇▇▇▇▇. The remedies and obligations set forth in this subsection are in addition to any others Buyer may have, including, but not limited to, any requirements in the “Privacy, Confidentiality, and Security” provisions of this Agreement.

  • Rights and Remedies Upon Breach If Executive breaches or threatens to commit a breach of any of the provisions of this Section 5 (the “Restrictive Covenants”), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:

  • Authority; No Breach By Agreement (a) FNB has the corporate power and authority necessary to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement by the shareholders of FNB and to such Consents of Regulatory Authorities as required under applicable law, to perform its obligations under this Agreement and consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by FNB and the consummation by FNB of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of FNB, subject to the approval of this Agreement by its shareholders as contemplated by Section 8.1 of this Agreement. Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by Promistar) and to such Consents of Regulatory Authorities as required by applicable law, this Agreement represents a legal, valid, and binding obligation of FNB, enforceable against FNB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by FNB, nor the consummation by FNB of the transactions contemplated hereby, nor compliance by FNB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of FNB's Articles of Incorporation or Bylaws, or, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any FNB Company under, any Contract or Permit of any FNB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(a), (b) and (c) of this Agreement, violate any Order, or to its Knowledge, any Law applicable to any FNB Company or any of their respective material Assets which will have a Material Adverse Effect on FNB. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of Nasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by FNB of the Merger and the other transactions contemplated in this Agreement.

  • REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.