Deliberate Breach definition

Deliberate Breach means (a) a material breach of a representation or warranty that the Party making the representation or warranty had Knowledge was false at the time such representation or warranty was made or (b) a material breach of a covenant by a Party where such Party had Knowledge at the time that the action so taken or omitted to be taken by such Party constituted a breach of such covenant.
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Deliberate Breach means: (i) any failure by the Seller to achieve COD by the Guaranteed COD Termination Date resulting from any wilful or negligent act or omission of the Seller; (ii) any breach of or default under any provision of this EPA by the Seller resulting from any wilful or negligent act or omission by the Seller; (iii) a Buyer Termination Event constituting a repudiation of the EPA by the Seller; or (iv) any sale or transfer by the Seller of Energy or environmental attributes associated with Energy to any Person other than the Buyer, except if and to the extent that such sale or transfer is expressly permitted under this EPA.
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Deliberate Breach means (a) a breach of a representation or warranty that the Party making the representation or warranty had Knowledge was false at the time such representation or warranty was made, or (b) a breach of a covenant by a Party where such Party had Knowledge at the time that the action so taken or omitted to be taken by such Party constituted a breach of such covenant, or (c) any fraud or criminal or willful misconduct on the part of a Party.
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Examples of Deliberate Breach in a sentence

  • If this Agreement is terminated pursuant to Section 8.1 or 8.3(b) (but with respect to Section 8.3(b) only for a Willful or Deliberate Breach by Parent or Merger Sub) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation.

  • If this Agreement is terminated pursuant to Section 8.1(a) or 8.1(b)(ii) (but with respect to Section 8.1(b)(ii) only for a Willful or Deliberate Breach by Buyer), Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation.

  • For purposes of this Agreement, and subject to the terms and conditions set forth herein, failure by Buyer to deliver the Purchase Price at the Closing as set forth in Section 1.2 and Subsection 1.4(b) (provided that all closing conditions have been met) hereof shall constitute a Deliberate Breach.


More Definitions of Deliberate Breach

Deliberate Breach means: (a) any failure by the Seller to achieve COD by Guaranteed COD plus 365 days plus all Force Majeure Days (not exceeding 180 Force Majeure Days) resulting from any wilful or grossly negligent act or omission of the Seller; (b) any breach of or default under any provision of this EPA by the Seller resulting from any wilful or grossly negligent act or omission by the Seller; (c) a Buyer Termination Event constituting a repudiation of this EPA by the Seller; or (d) any sale or transfer by the Seller of Energy to any Person, other than the Buyer, except where such sale or transfer is expressly permitted under this EPA.
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