Buyer Breach definition

Buyer Breach shall have the meaning set forth in Section 8.1(e).
Sample 1
Buyer Breach means any of the following:
Sample 1Sample 2
Buyer Breach is defined in Section 10.2(a) of this Agreement.
Sample 1Sample 2

Examples of Buyer Breach in a sentence

  • The Company will return such letter of credit to the Buyer at the earlier of (i) the Effective Time and (ii) upon a termination of this Agreement in accordance with Article IX in a situation where none of the Buyer Breach Fee and/or the Financing Termination Fee are payable by the Buyer, in each case in accordance with Article IX.

  • The disclosure provided pursuant to this Section 5.4 or in a Seller Breach Notice or a Buyer Breach Notice shall in no way affect or be deemed to limit FTI’s and the Buyers’ right, at any time prior to the Closing, to provide written notice to the Sellers’ Representative that FTI and the Buyers have elected to terminate this Agreement pursuant to Section 8.1(b).

  • If the Seller elects to so waive such Substantial Buyer Breach and cause the Buyer to consummate the transactions contemplated hereby, the Seller shall not be entitled to any indemnification protection pursuant to Article VIII hereof for any Adverse Consequences arising from or related to such Substantial Buyer Breach.

  • Such notice will be irrevocable when given and shall (i) specify the section(s) of the Agreement that have been breached, and (ii) contain an acknowledgement by the notifying party that (x) it has breached the specified provisions of the Agreement, (y) such breach constitutes a "Seller Breach" or "Buyer Breach", as the case may be, under Section 8.1 hereof, and (z) as a result of such breach the other party's obligation to close under the Agreement would be excused.

  • Notwithstanding anything to the contrary contained herein, if the estimated cost of curing any breach by the Buyer pursuant to this Agreement is expected to exceed Five Million Dollars ($5,000,000) (such breach, a "Substantial Buyer Breach"), the Buyer shall have the right to terminate this Agreement by providing written notice of such election to the Seller.

  • No Buyer Breach shall exist unless and until either Consultant has delivered to the Buyer the Consultant Notice and the Buyer has been provided with an opportunity to cure the Buyer Breach within 30 days after delivery of the Consultant Notice, and has not so cured such Buyer Breach.

  • Xxxxx and Xxxxxx agree that Xxxxxx's damages would be impossible to quantify and that this liquidated damag es estimate is a reasonable estimate of damages Seller would incur upon a Buyer Breach and it is not set forth as a penalty in any way.

  • If the Closing does not occur by the Termination Date, then, unless this Agreement is terminated by (a) Seller pursuant to Section 9.1(b) or (b) Buyer or Seller as a Termination Resulting From Buyer Breach under Section 9.1(g), the Deposit, together with all interest earned thereon, shall be immediately paid to Buyer.

  • Additionally, the Seller may not recover any Losses under this Article relating to a Buyer Breach Claim unless and until the aggregate amount of all such Losses (without regard to any Excluded Buyer Claims) exceeds the Threshold Amount and then only with respect to amounts in excess of the Threshold Amount.

  • If this Agreement is terminated by the Company pursuant to a Terminating Buyer Breach, then the Series A Warrants shall be cancelled by the Company and shall be null and void.


More Definitions of Buyer Breach

Buyer Breach means the Buyer’s material breach of this Agreement, which such breach is not cured within ten (10) Business Days after receiving written notice thereof from the Seller.
Sample 1
Buyer Breach has the meaning set forth in Section 14.02(b)(i).
Sample 1
Buyer Breach means a material breach by Buyer of its obligations or it representations and warranties under this Agreement or the Sale Documents.
Sample 1
Buyer Breach shall have the meaning set forth in Section 6.3(a).
Sample 1

Related to Buyer Breach

  • Major Breach means a breach of:

  • 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;

  • Terminating Acquiror Breach has the meaning specified in Section 10.01(c).

  • 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;

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of “Your” privacy statement, breach of a person’s right of publicity, wrongful collection, false light, intrusion upon a person’s seclusion, public disclosure of “Private Information”, or misappropriation of a person’s picture or name for commercial gain.

  • 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.

  • Seller Default has the meaning set forth in Section 12.1.

  • 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

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

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Credit Breach means the status of a Participant that does not currently meet the requirements of Tariff, Attachment Q or other provisions of the Agreements.

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

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • 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.

  • 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.

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

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

  • Breaching Party has the meaning set forth in Section 12.2.

  • 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;

  • Serious assault means an act that constitutes a felony violation of chapter XI of the Michigan penal code, 1931 PA 328, MCL 750.81 to 750.90h, or that constitutes an assault and infliction of serious or aggravated injury under section 81a of the Michigan penal code, 1931 PA 328, MCL 750.81a.

  • 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

  • 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.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.