Breach by the Company definition

Breach by the Company and "Cause" shall each have the same meanings ascribed thereto in the Employment Agreement.
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Breach by the Company and "Cause" shall each have the same meanings ascribed thereto in the Employment Agreement by and between the Executive and UIL Holdings Corporation, dated as of November 8, 2004.
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Breach by the Company and “Cause” shall each have the same meanings ascribed thereto in the Employment Agreement by and between the Executive and The United Illuminating Company, as amended from time to time.
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Examples of Breach by the Company in a sentence

  • Payment of Severance Payments provided under this Section 7 in the event of a termination which constitutes a Breach by the Company will not prohibit Executive from seeking enforcement of the remaining provisions of this Agreement or other remedies for breach of this Agreement.

  • The Officer may terminate his employment hereunder in the absence of a Breach by the Company, effective upon at least six (6) months' prior Notice of Termination delivered to the Company.

  • If the Company fails to obtain such agreement prior to the effective date of any such succession, the Executive may terminate his or her employment with in thirty (30) days of such succession and treat such termination as a Breach by the Company and termination without cause on account of a Change in Control entitling the Executive to payments and benefits under Section 7 of this Agreement.

  • If the Executive is not in default of any of the Executive’s obligations under Section (2), (9), (10) or (11) hereof, the Executive may terminate employment in the absence of a Breach by the Company, effective upon at least ninety (90) days prior written notice.

  • As a result, neither Company nor Distributor shall, by reason of the termination of this Agreement under any circumstances be liable to the other for compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases, or commitments, in connection with the business or goodwill of Company or Distributor, or otherwise.

  • Failure of the Company to obtain such agreement by the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and upon the same terms as he would be entitled to hereunder if he terminated his employment upon Breach by the Company, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

  • If the Company terminates the Executive’s employment for Cause, or if the Executive voluntarily resigns prior to the occurrence of a Change in Control of the Company at a time when there is no uncured Breach by the Company of this Agreement, then in either case the Executive shall be entitled to receive only his then current Base Salary on a pro rata basis to the date of such termination or resignation.

  • Termination by the Executive Based on a Material Breach by the Company or for Good Reason, or Nonrenewal by the Company Upon a Change in Control.

  • Notwithstanding anything to the contrary in this Agreement, any breach, other than a Willful Breach, by the Company of any of the covenants required to be performed by it under this Section 5.13 shall not be considered in determining the satisfaction of the condition set forth in Section 6.3(b).

  • The Buyer has no Knowledge on the date of this Agreement of any Breach by the Company of any of its representations and warranties set forth in this Agreement.

Related to Breach by the Company

  • 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.

  • 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.

  • 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.

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

  • 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;

  • 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.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • 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.

  • Misrepresentation has the meaning ascribed thereto in the Securities Act;

  • 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 of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Serious violation means OCC has made a valid finding when assessing a serious complaint that alleges:

  • Condition of the Company means the assets, business, properties, operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

  • 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 CONTRACTUAL OBLIGATION means amongst others also the following:

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • 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

  • Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.

  • Violation means the failure of a structure or other development to be fully compliant with the community's floodplain management regulations. A structure or other development without the elevation certificate, other certifications, or other evidence of compliance required in Articles 4 and 5 is presumed to be in violation until such time as that documentation is provided.

  • Business owned by a person with a disability means a business concern that is at least 51% owned by one or more persons with a disability and the management and daily business operations of which are controlled by one or more of the persons with disabilities who own it. A not- for-profit agency for persons with disabilities that is exempt from taxation under Section 501 of the Internal Revenue Code of 1986 is also considered a "business owned by a person with a disability".

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Willful Misconduct means any act or failure to act with an intentional disregard of any provision of this Agreement, which a party knew or should have known if it was acting as a reasonable person, which would result in injury, damage to life, personal safety, real property, harmful consequences to the other party, but shall not include any error of judgment or mistake made in good faith.

  • Non-Breaching Party has the meaning set forth in Section 9.3.