Breaching Seller definition

Breaching Seller. As defined in Section 3.3(b).
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Breaching Seller has the meaning set forth in Section 11.3(b). “Burdensome Condition” has the meaning set forth in Section 7.1(d). “Business” means the business of the Acquired Companies and their respective Affiliates as of the Closing Date, including cloud native application protection platform (CNAPP), cloud infrastructure entitlements management (CIEM), cloud security posture management (CSPM), cloud workload protection
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Breaching Seller is defined in Section 11.12.
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Examples of Breaching Seller in a sentence

  • Upon discovery by a Seller (the “ Breaching Seller”) or the Purchaser of a breach of either of the representations and warranties set forth in Section 3.4(b) made by the Breaching Seller, which materially and adversely affects the value of any Mortgage Loan (including the value of Prepayment Premiums payable thereunder) sold by such Breaching Seller hereunder or the interests of the Purchaser in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other.

  • Within 60 days of the later of (A) the earlier of the date of its discovery of the breach or the date of its receipt of written notice of breach from the Purchaser, and (B) the date on which a Prepayment Premium would have become payable had such representation and warranty been true, the Breaching Seller shall pay to the Purchaser the amount of such Prepayment Premium less any amount collected from the related Mortgagor with respect to such Prepayment Premium.

  • Within 60 days of the latest of (A) the date of its discovery of the breach, (B) the date of its receipt of written notice of breach from the Purchaser, and (C) the date on which a Prepayment Premium would have become payable had such representation and warranty been true, the Breaching Seller shall pay to the Purchaser the amount of such Prepayment Premium less any amount collected from the related Mortgagor with respect to such Prepayment Premium.

  • Within 60 days of the later of (A) its discovery of breach or its receipt of written notice of breach from the Purchaser and (B) the date on which a Prepayment Premium would have become payable had such representation and warranty been true, the Breaching Seller shall pay to the Purchaser the amount of such Prepayment Premium (less any amount collected from the related Mortgagor with respect to such Prepayment Premium).

  • The parties intend and agree that each of the several Sellers shall be liable hereunder only for his or her or its own breach or nonperformance of this Agreement with respect to its own Shares, and no Seller (whether or not a Breaching Seller) shall have any liability hereunder with respect to or as result of the breach or nonperformance of this Agreement by any other Seller or with respect to any Shares held by any other Seller.

  • Upon discovery by a Seller (the " Breaching Seller") or the Purchaser of a breach of either of the representations and warranties set forth in Section 3.4(b) made by the Breaching Seller, which materially and adversely affects the value of any Mortgage Loan (including the value of Prepayment Premiums payable thereunder) sold by such Breaching Seller hereunder or the interests of the Purchaser in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other.

  • Within 60 days after the earlier of discovery or its receipt of notice of any breach of a representation or warranty set forth in Section 4.1 above relating to a particular Mortgage Loan which materially and adversely affects the value of the Mortgage Loan or Purchaser's interest therein, the Breaching Seller shall cure such breach in all material respects.

  • Upon discovery by either a Seller (the "Breaching Seller") or Purchaser of a breach of any of the representations and warranties set forth in Section 4.1, the party discovering such breach shall give prompt written notice to the other.

  • As to any Deleted Mortgage Loan for which Breaching Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Breaching Seller shall effect such substitution by delivering to the Purchaser for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Assignment of Mortgage and such other documents and agreements as are required by, and within the time period specified in, the Custodial Agreement, with the Mortgage Note endorsed as required therein.

  • For any month in which the Breaching Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Breaching Seller will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution).

Related to Breaching Seller

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Direct seller means a person selling consumer products to individuals for personal or household use and not from a fixed retail location, including selling such product at in-home product demonstrations, parties, and other one-on-one selling.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • Defaulting Purchaser means, subject to Section 2.11(c), any Purchaser that (a) has failed to (i) fund all or any portion of such Purchaser’s Pro Rata Share of any Payment Amount by the time such amount was required to be funded hereunder unless such Purchaser notifies the Administrative Agent and the Seller Representative in writing that such failure is the result of such Purchaser’s good faith determination that one or more of the conditions precedent to funding (specifically identified in writing and including the particular default if any) has not been satisfied, or (ii) pay to the Administrative Agent or any other Purchaser any other amount required to be paid by it hereunder within two Business Days of the date when such payment is due, (b) has notified the Seller Representative, any Seller, the Administrative Agent, or any Purchaser in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to the effect that it does not intend to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Purchaser’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Seller Representative, to confirm in writing to the Administrative Agent and the Seller Representative that it will comply with its prospective funding obligations hereunder (provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Seller Representative) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Event; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser. Any determination by the Administrative Agent that a Purchaser is a Defaulting Purchaser under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Purchaser shall be deemed to be a Defaulting Purchaser (subject to Section 2.11(c)) upon delivery of written notice of such determination to the Seller Representative and each Purchaser.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Defaulting Shareholder has the meaning set out in clause 16.7;

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Founder means, in respect of an issuer, a person who,

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.