Specific Breaches Clause Samples
Specific Breaches. The breach of a specific representation, warranty, or agreement by Seller or Purchaser, as applicable, shall be determined independently of any other representation, warranty or agreement made by Seller or Purchaser, as applicable, whether or not, apart from such specific representation, warranty or agreement, the transactions provided for in this Agreement prove to be more favorable to Purchaser or Seller, as applicable, and whether or not the facts and circumstances covered by any one or more of the other representations, warranties or agreements made by Seller or Purchaser, as applicable, prove to be more favorable than so represented and warranted.
Specific Breaches of Section 5 [Accounts] of this CTA The Borrower breaches any of the provisions of Section 5 above or any provisions of the Assignment of Accounts; or
Specific Breaches. Distributor fails to perform any of its obligations under or otherwise breaches Section 3 ("Delivery and Licenses"), Section 4 ("Restrictions and Limitations") or Section 8 ("Confidentiality") above or upon the change of control of Distributor as set forth in Section 5.9.
Specific Breaches. Cross-Indemnification for Broker's, Consultant's or Finder's Fees...................................... 9.6
Specific Breaches. The breach of a specific representation, warranty, or agreement by Sellers or Purchaser or SFX, as applicable, shall be determined whether or not, apart from such specific representation, warranty or agreement, the transactions provided for in this Agreement prove to be more favorable to SFX or Purchaser or Sellers, as applicable, and whether or not the facts and circumstances covered by any one or more of the other representations, warranties or agreements made by Sellers or Purchaser prove to be more favorable than so represented and warranted.
Specific Breaches. DRL shall be entitled to terminate this Agreement in its entirety or with respect to the applicable country upon written notice to Coya for each of the following, which will be deemed material breaches of the Agreement, provided that DRL’s termination will be effective on the day after the expiration of the Cure Period commencing from C▇▇▇’▇ receipt of such written notice if C▇▇▇ fails to remedy such breach during such Cure Period:
a. with respect to the United States or another country in the DRL Transferred Territory for which C▇▇▇ is responsible for Developing the Final Product and obtaining Regulatory Approvals in the DRL Field (as agreed upon by the Parties through the JSC) (a “Coya Responsible Country”), if, after submission of an Application to a Regulatory Authority in such country, through no fault of either Party, C▇▇▇ fails to obtain Regulatory Approval in such country [***];
b. with respect to a Coya Responsible Country, if a clinical trial of Final Product is terminated due to patient safety or regulatory reasons in such country and Coya fails to use Commercially Reasonable Efforts to address such patient safety or regulatory reasons;
c. with respect to a Coya Responsible Country, if Coya ceases Development of Final Product in such country (other than pursuant to Section 10.2.4) for a period [***], or if Coya is not Developing Final Product in such country in accordance with the Development Plan; or
d. in this Agreement’s entirety if C▇▇▇ undergoes a Change in Control to an entity on the SDN List as maintained by OFAC.
Specific Breaches. If the Borrower or any of the Joint Obligors, as the case may be, fails to comply with any of its obligations established in Clause Eleventh paragraphs (a), (b), (c)(i), (g), ( i), (j), (k), (q), (n), (o), (s) or (t) or in the Twelfth Clause.