Specific Breaches Sample Clauses

Specific Breaches. The breach of a specific representation, warranty, or agreement by Sellers or Purchaser, as applicable, shall be determined independently of any other representation, warranty or agreement made by Sellers 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 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, as applicable, prove to be more favorable than so represented and warranted.
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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.
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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
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Specific Breaches. Cross-Indemnification for Broker's, Consultant's or Finder's Fees...................................... 9.6
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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 Cxxx’x receipt of such written notice if Cxxx 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 Cxxx 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, Cxxx 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 Cxxx undergoes a Change in Control to an entity on the SDN List as maintained by OFAC.
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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.
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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.
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Related to Specific Breaches

  • Data Breaches 4.1 The Data Processor does not guarantee that its security measures will be effective under all conditions. If the Data Processor discovers a data breach within the meaning of Article

  • Breaches In the event of any alleged breach of this Appendix the matter shall be referred to the Disputes Board in accordance with Clause 12.2.7 of this Agreement.

  • Covenant Breaches The Borrower, any Guarantor or any of their respective Subsidiaries shall fail to (i) perform or observe any covenant contained in Section 5.02(a), Section 5.03, Section 5.06(e), Section 5.09, Section 5.12, or Article VI of this Agreement or (ii) fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by clause (i) above or any other provision of this Section 7.01 if such failure shall remain unremedied for 30 days after the occurrence of such breach or failure;

  • Seller’s Breach Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

  • Notice of Breaches The Company and the Purchaser shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in any Transaction Document, as well as any events or occurrences arising after the date hereof, which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained in the Transaction Document to be incorrect or breached as of such Closing Date. However, no disclosure by either party pursuant to this Section shall be deemed to cure any breach of any representation, warranty or other agreement contained in any Transaction Document. Notwithstanding the generality of the foregoing, the Company shall promptly notify the Purchaser of any notice or claim (written or oral) that it receives from any lender of the Company to the effect that the consummation of the transactions contemplated by the Transaction Documents violates or would violate any written agreement or understanding between such lender and the Company, and the Company shall promptly furnish by facsimile to the holders of the Debentures a copy of any written statement in support of or relating to such claim or notice.

  • 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.

  • 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.

  • Absence of Breaches or Defaults Lessee is not in default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound.

  • Security Breaches In order to protect your security, it is your sole responsibility to ensure that all usernames and passwords used to access the Website are kept secure and confidential. You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security. We will investigate any breach of security on the Website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.

  • No Breaches Except as set forth on Exhibit 11.10, the Corporation is not in violation of, and the consummation of the transactions contemplated hereby do not and will not result in any material breach of, any of the terms or conditions of any mortgage, bond, indenture, agreement, contract, license or other instrument or obligation to which the Corporation is a party or by which its assets are bound; nor will the consummation of the transactions contemplated hereby cause SKYLYNX or any Subsidiary to violate any statute, regulation, judgment, writ, injunction or decree of any court, threatened or entered in a proceeding or action in which the Corporation is, was or may be bound or to which any of the Corporation's assets are subject.

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