Company Material Breach definition

Company Material Breach means any breach by the Company of any material provision of the Agreement.
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Company Material Breach means the intentional, wilful and material breach by the Company of Section 5.3 or Section 5.13(b) undertaken with the knowledge and intention that such action or inaction would result in a material breach or failure of Section 5.3 or Section 5.13(b); provided that notwithstanding anything to the contrary herein, (x) no breach or failure to perform shall constitute a “Company Material Breach” unless and until the Company has been given (i) prior written notification by Parent specifying in reasonable detail the nature of the breach or failure and (ii) a reasonable opportunity to cure (and in no event less than five (5) Business Days) any such breach or failure and (y) under no circumstances shall the aggregate liability of the Company under this Agreement exceed the Company Maximum Liability Amount.
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Company Material Breach has the meaning set forth in Section ----------------------- 9.2(c)(iii).
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Examples of Company Material Breach in a sentence

  • Except if such termination shall be by reason of the provisions of Section 4.2.1 above (in which event the Executive shall be entitled to no Base Salary, Options or other compensation hereunder), in the event that the Executive terminates this Agreement due to a Company Material Breach, the Company shall, for a period of three (3) months, pay to Executive or provide Executive with Executive's Base Salary, existing health, and all other benefits specified in this Agreement.

  • In the event that the Executive terminates this Agreement due to a Company Material Breach, the Company shall, for a period of three (3) months, pay to Executive or provide Executive with Executive's Base Salary, existing health, and all other benefits specified in this Agreement.

  • Section 5.1(d)(ii) of the Company Disclosure Schedule sets forth a correct and complete list of each Contract and License of the Company and its Subsidiaries pursuant to which a consent or waiver is required prior to consummation of the transactions contemplated by this Agreement in order to avoid the occurrence of a Company Material Breach under such Contract or License.


More Definitions of Company Material Breach

Company Material Breach has the meaning set forth in Section 10.1(c).
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Company Material Breach means (a) a material breach of the CCA by Signify resulting from an action or failure to act by Signify or its Affiliates which results in an uncured breach of one or more of the Service Levels included in and defined in the CCA and the Statements of Work (“SOWs”) of the CCA (other than as a result of the inability to provide services as a direct result of the Covid-19 pandemic and/or the direct effects thereof) or (b) Signify’s failure to provide staffing or other resources sufficient to provide or otherwise fails to perform requested services under the CCA the result of which is that the Targets set forth herein are incapable of being met; provided, in the case of each of the foregoing, that UHS has provided Signify with notice of such breach pursuant to the terms of Section 21 (Notices) of the CCA and such breach is not capable of being cured or has not been fully cured by either (a) the applicable deadline (if any) set forth in the CCA or (b) if no such deadline is set forth therein, within thirty (30) calendar days of delivery of such written notice.
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Company Material Breach means a material breach of the CCA by Signify resulting from an action or failure to act by Signify or its Affiliates which results in either (a) an uncured breach of one or more of the Service Levels included in and defined in the CCA and the Statements of Work (“SOWs”) of the CCA or (b) an uncured breach of the Data Product License Grant (as defined in Amendment No. 3 of the CCA); provided, in the case of each of the foregoing, that UHS has provided Signify with notice of such breach pursuant to the terms of Section 21 (Notices) of the CCA and such breach is not capable of being cured or has not been fully cured by the applicable deadline set forth in the CCA.
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Company Material Breach has the meaning set forth in Section 8.1(c).
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Related to Company Material 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.

  • 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.

  • 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;

  • 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.

  • 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.

  • 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 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 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.

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

  • 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.

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

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

  • Research misconduct means fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results. Research misconduct does not include honest error or differences of opinion. As used in this definition, (i) “fabrication” means making up data or results and recording or reporting them; (ii) “falsification” means manipulating research materials, equipment, or processes, or changing or omitting data or results such that the research is not accurately represented in the research record; and (iii) “plagiarism” means the appropriation of another person’s ideas, processes, results, or words without giving appropriate credit.

  • Personal Information Breach means an instance where an unauthorized person or entity accesses Personal Information in any manner, including but not limited to the following occurrences: (1) any Personal 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 Personal Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Personal Information together with the confidential process or key that is capable of compromising the integrity of the Personal Information; or (4) if there is a substantial risk of identity theft or fraud to the client, the Contractor, the Department or State.

  • Confidential Information means all information, facts, data and any other matters of which I acquire knowledge, either directly or indirectly, as a result of my EMA Activities.

  • Excluded Information With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s Certificates delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special Servicer’s net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition reports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded Controlling Class Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File and CREFC® Special Servicer Property File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional File shall not be considered “Excluded Information.” Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information for posting to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided in Section 3.32 hereof.

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

  • Company-Provided Information means any computer tape furnished to the Underwriters by the Company concerning the assets comprising the Trust.

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

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Outside Activity means any private practice, private consulting, additional teaching or research, or other activity, compensated or uncompensated, which is not part of the employee's assigned duties and for which the University has provided no compensation.

  • Notice of Breach means a written notice delivered to the other party within the time period required under the definition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that the party contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges to exist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable, claims provide the basis for such breach or other condition.

  • Information Security Breach means the unauthorized acquisition, access, use, disclosure, transmittal, storage or transportation of Confidential Information which is not permitted by law or by the terms of this Amendment, including, but not limited to, a Security Incident.

  • 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.