Company Breaches definition

Company Breaches has the meaning set forth in Section 10.1(a).
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Company Breaches has the meaning set forth in Section 7.1(a).
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Examples of Company Breaches in a sentence

  • In the event that the Losses resulting from the Company Breaches exceed the Seller Initial Indemnity Cap, following exhaustion of the Seller Initial Indemnity Cap, the Purchaser shall be entitled to recourse against the Company subject to Section 10.3(a) below.

  • No Purchaser Indemnified Party shall be entitled to recover any Losses for Company Breaches unless and until the aggregate Losses for which they would otherwise be entitled to indemnification exceed Two Hundred Fifty Thousand Dollars ($250,000) at which point the Purchaser Indemnified Party shall become entitled to be indemnified, compensated and reimbursed for all such Losses, subject to the terms and conditions set forth herein.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS 5 Section 3.1 Authorization 5 Section 3.2 Binding Effect and Noncontravention 5 Section 3.3 Capital Stock 5 Section 3.4 Accuracy on Closing Date 6 Section 3.5 No Knowledge of Company Breaches 6 ARTICLE IV.

  • The aforementioned Terminating Company Breaches have caused undue delay and are not capable of being cured in a manner that would permit the Closing to occur by the End Date and, therefore, no cure period in respect of the Terminating Company Breaches applies.

  • For the avoidance of doubt, Damages indemnifiable hereunder shall include lost profits and consequential damages arising out of Company Breaches of Sections 2.1, 2.2, 2.3, 2.4, 2.5(a), 2.5(c), 2.11(j) and 2.12 in all instances and Section 2.5(b) and Section 2.11 (excluding Section 2.11(j)) in connection with claims for equitable relief.

  • Schedule 2.01(a) States in which the Company is Qualified Schedule 2.01(b) Securities of Other Entities Owned by the Company Schedule 2.03(a) Company Breaches, Defaults, Etc.

Related to Company Breaches

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

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

  • 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 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.

  • 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.

  • Non-Breaching Party has the meaning set forth in Section 11.2.1.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • 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.

  • Substantial Breach means the following:

  • Major Breach means a breach of:

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • 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.

  • 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.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

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

  • 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.

  • 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.

  • 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.

  • Constructive Termination means:

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • 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;

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