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

  • The Basket and Pre-Basket Amount shall not apply to any claims by any Purchaser Indemnified Person based on Company Breaches of Fundamental Representations or breaches of covenants, and therefore any claims based on Fundamental Representations or breaches of covenants shall be ignored for purposes of determining if the Basket has been exceeded.

  • 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.

  • Serial Breach: when a Company Breaches the Code, and that Company has been found to have breached the Code on not less than two previous occasions in the preceding twenty-four (24) months.

  • The Cap shall not apply to any claims by any Purchaser Indemnified Person based on Company Breaches of Fundamental Representations or willful breaches of covenants, provided that in no event shall Seller be obligated to indemnify the Purchaser Indemnified Persons with respect to Fundamental Representations for Damages in excess of the amount of the Purchase Price actually received by Seller.

  • 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.

  • Summary This report has examined the “Buckle Up in Your Truck” campaign and the effectiveness of that project in Alabama.

  • 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.

  • The Company shall not be obligated to indemnify any Investor Indemnitee for Damages arising out of or resulting from all Company Breaches and Company Title Breaches under this Agreement in an aggregate amount in excess of the Maximum Amount.

  • 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.

  • Three or more Company Breaches in any Contract Year that are not excused by a Borough Breach or Uncontrollable Circumstance, or one or more permit non-compliance events that constitute Significant Non-Compliance events under NJDEP regulations in any Contract Year, as set forth in (i) above.

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 “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.

  • 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 9.3.

  • 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

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

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

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

  • 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;

  • 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 (i) any act or omission that materially compromises either the security, confidentiality or integrity of Named Entity Protected Data, or the physical, technical, administrative or organizational safeguards put in place by Vendor or any Authorized Persons that relate to the protection of the security, confidentiality or integrity of Named Entity Protected Data, (ii) receipt of a complaint in relation to the privacy practices of Vendor or any Authorized Persons or a breach or alleged breach of this Contract relating to such privacy practices.

  • 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 This shall mean, 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 Agency, the Contractor, DAS or State.

  • Serious traffic violation means a conviction when operating a commercial motor vehicle of:

  • 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.

  • 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

  • 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;

  • 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.