Actionable Breach definition

Actionable Breach means, with respect to any party, (a) the refusal to consummate the Exchange despite the fact that all of the conditions to such party’s obligation to consummate the Exchange set forth in Article VIII of this Agreement have been satisfied or properly waived and not withdrawn, or (b) such party’s or any of its Subsidiaries’ act (including a misrepresentation), or failure to take a required action, with the knowledge or intent (or with the reckless disregard for the fact) that such act or failure to take a required action (i) breached any Transaction Agreement, including the Tax Representation Letter of Graham (if such party is Graham) or the Tax Representation Letter of the Berkshire Parties (if such parties are the Berkshire Parties) and (ii) caused a condition to Closing not to be satisfied or to become incapable of fulfillment by the Termination Date.
Sample 1
Actionable Breach means a party’s violation or breach of this Agreement (including the AUP and the Trademark Terms), any Customer’s breach of its applicable Customer Agreement, Customer End User Agreement, or the AUP.
Sample 1
Actionable Breach the meaning given in Section 10.3.1; "Actual Daily Volume" or "ADV" the daily Volume supplied in relation to a meter or Supply Point (as the context may require) during a Meter Advance Period, as calculated by the CMA in accordance with section 2.3 of CSD 0207 (RF Charge Calculation, Allocation and Aggregation); "Actual Volume" or "AV" the actual Volume of Trade Effluent Services supplied in relation to a Discharge Point, as calculated by the CMA in accordance with CSD 0207 (RF Charge Calculation, Allocation and Aggregation);
Sample 1

Examples of Actionable Breach in a sentence

  • GAMCO Has Not Pled an Actionable Breach of Fiduciary Duty Claim With Respect to the Intercompany Agreements As noted, GAMCO has not alleged that iHC is in default on the Revolving Note or that the INC or the CCOH Board have failed to implement or honor the forward-looking elements of the 2013 Settlement.

  • In the event Buyer believes, after Closing, that there is an Actionable Breach, then Buyer shall, prior to the end of the Survival Period, provide Sellers and Escrow Agent with a written notice (the “R&W Default Notice”) alleging that Sellers are in breach of a representation or warranty and specifying in reasonable detail the nature of such breach.


More Definitions of Actionable Breach

Actionable Breach means, with respect to any party, (A) the refusal to consummate the Exchange despite the fact that all of the conditions to such party’s obligation to consummate the Exchange set forth in Article VIII of this Agreement have been satisfied or properly waived and not withdrawn, or (B) such party’s or any of its Subsidiaries’ act (including a misrepresentation), or failure to take a required action, with the knowledge or intent (or with the reckless disregard for the fact) that such act or failure to take a required action (i) breached any Transaction Agreement, the Tax Representation Letter of White Mountains (if such party is White Mountains) or the Tax Representation Letter of Berkshire Hathaway (if such party is Berkshire Hathaway) and (ii)(x) caused a condition to Closing not to be satisfied or to become incapable of fulfillment by the Termination Date and/or (y) caused a Material Increase in Tax Risk.
Sample 1
Actionable Breach means, with respect to any party, (a) the refusal to consummate the Exchange despite the fact that all of the conditions to such party’s obligation to consummate the Exchange set forth in Article VIII of this Agreement have been satisfied or properly waived and not withdrawn, or (b) such party’s or any of its Subsidiaries’ act (including a misrepresentation), or failure to take a required action, with the knowledge or intent (or with the reckless disregard for the fact) that such act or failure to take a required action (i) breached any Transaction Agreement, including the Tax Representation Letter of Xxxxxx (if such party is Xxxxxx) or the Tax Representation Letter of the Berkshire Parties (if such parties are the Berkshire Parties) and (ii) caused a condition to Closing not to be satisfied or to become incapable of fulfillment by the Termination Date.
Sample 1

Related to Actionable Breach

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Breach means an impermissible use or disclosure of electronic or non-electronic sensitive personal information by an unauthorized person or for an unauthorized purpose that compromises the security or privacy of Confidential Information such that the use or disclosure poses a risk of reputational harm, theft of financial information, identity theft, or medical identity theft. Any acquisition, access, use, disclosure or loss of Confidential Information other than as permitted by this DUA shall be presumed to be a Breach

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer’s Personal Data transmitted, stored, or otherwise Processed.

  • Persistent Breach means a Default which has occurred on three or more separate occasions with a continuous period of six (6) months.

  • Serious violation means a violation of this act, an order issued under this act, or a rule promulgated or adopted by reference under this act for which a substantial probability exists that death or serious impairment of a body function to a person other than the violator may result unless the violator did not and could not, with the exercise of reasonable diligence, know of the presence of the violation.

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Privacy Breach means the theft or loss of Client Data and unauthorized access, use, disclosure, modification or destruction by Client Data.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Substantial Breach means a breach of any of clauses 3.8, 3.9, 4.1, 4.2, 5.1(c)(i) to 5.1(c)(xxiv) (inclusive), 17.1, 17.2, 31.2 or 31.7(c) of this Agreement;

  • Non-Breaching Party has the meaning set forth in Section 13.2(a).

  • Information Security Breach means the unauthorized acquisition, access, use, disclosure, transmittal, storage or transportation of Confidential Information which is not permitted by law or by the terms of this Amendment, including, but not limited to, a Security Incident.

  • Repeat violation means a violation of the same regulation in any location by the same person for which voluntary compliance previously has been sought within two years or a notice of civil violation has been issued

  • Major Breach means a breach of:

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Allegation means any written or oral statement or other indication of possible scholarly misconduct made to an institutional official.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Unprofessional conduct means the same as that term is defined in

  • Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

  • Customer Default has the meaning set out in clause 8.3.

  • Confidential Information Breach means, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2) one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the client, the Contractor, the Department or State.

  • Serious Misconduct means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures.