Exclusivity Breach definition

Exclusivity Breach has the meaning set forth in Section 17.01(e).
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Exclusivity Breach means any breach by the Partnership of its agreements contained in this Section 5.11.
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Exclusivity Breach. With respect to breach of this Section 2.2(a) arising from the act or omission of a Subcontractor, Contractor may cure the breach by removing such Subcontractor from participation in any Contractor Activities and no longer subcontracting with such Subcontractor for Contractor Activities. For purposes of Section 2.2(a), an act or omission of Contractor or Subcontractor that would otherwise constitute a breach of this Section 2.2(a) shall not constitute a breach if Sunrun consents to such act or omission. TPO Products sold within three (3) days after the Amendment No.3 Effective Date and TPO Products that are not Sunrun Products but exist in the Contractor’s pipeline as of the Amendment No. 3 Effective Date shall be excluded from the Contractor exclusivity obligations in Section 2.2(a). Notwithstanding the foregoing, during the NTP Payment Period only, upon thirty (30) days written notice to Sunrun, Contract may opt out of Exclusivity and Contractor and any Subcontractor may sell TPO Products that are not Sunrun Products to residential customers in the Territory at the conclusion of such notice period (“Exclusivity Opt-Out Option”).
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Examples of Exclusivity Breach in a sentence

  • The Knicks further acknowledge that Licensor does not have an adequate remedy at law for an Exclusivity Breach.

  • The Knicks hereby acknowledge that Licensor and its Affiliates will be irreparably and continually harmed by any Exclusivity Breach or the threat thereof and that damages for an Exclusivity Breach cannot be estimated with any degree of certainty and that monetary damages cannot fairly or adequately compensate Licensor for an Exclusivity Breach.

  • The Rangers hereby acknowledge that Licensor and its Affiliates will be irreparably and continually harmed by any Exclusivity Breach or the threat thereof and that damages for an Exclusivity Breach cannot be estimated with any degree of certainty and that monetary damages cannot fairly or adequately compensate Licensor for an Exclusivity Breach.

  • The Rangers further acknowledge that Licensor does not have an adequate remedy at law for an Exclusivity Breach.

  • The rights and obligations of the respective Parties in the event of termination by GSK for an uncured Regulus Diligence Failure Event or a Regulus Exclusivity Breach shall be as specifically set forth in Section 12.7.3(c) below and/or in the Side Agreement.

  • The Parties agree that such Termination Fee is reasonable in light of the damages the AOLB Parties would suffer in the event the agreement is terminated due to a Material Itau Exclusivity Breach or Material Marketing Breach during the first five (5) Anniversary Years.

  • In the event a Notifying Party elects (b) above, in the case of a Material AOLB Exclusivity Breach, the provisions of Section 2.3 shall no longer apply to Itau or its Affiliates; and in the case of a Material Itau Exclusivity Breach, the provisions of Section 7.1, 2.3.2 and 2.3.3 shall no longer apply to the AOLB Parties or their Affiliates.

  • In the event, AOLA or AOLB terminates the Agreement pursuant to this Section 11.2 after the first five Anniversary Years for a Material Itau Exclusivity Breach or a Material Marketing Breach, AOLA and AOLB shall be entitled to any available remedies at law or in equity.

  • Accordingly, in the event, AOLA or AOLB terminates the Agreement pursuant to this Section 11.2 during the first five Anniversary Years for a Material Itau Exclusivity Breach or a Material Marketing Breach, to compensate the AOLB Parties for such loss of value, Itau shall pay to AOLA or AOLB, (as determined by AOLA in its sole discretion), as the AOLB Parties' sole and exclusive remedy for such Material Breach, the Termination Fee.

  • Breach of the provisions in this Section 2.2(a) by Contractor (including a breach resulting from any act or omission of a Subcontractor) may constitute an Exclusivity Breach as described below.

Related to Exclusivity Breach

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

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

  • 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.

  • 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.

  • 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.

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

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

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

  • 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.

  • 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

  • Exclusivity means the specificity of the test method for validating microbial testing methods. It evaluates the ability of the method to distinguish the target organisms from similar but genetically distinct non-target organisms.

  • 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;

  • Exclusivity Period shall have the meaning set forth in Section 6.11.

  • Third Party Terminating Carrier means a Telecommunications Carrier to which traffic is terminated when CLEC originates traffic that is sent through AT&T-TSP’s network, i.e., CLEC is using AT&T-TSP’s Transit Traffic Service.

  • 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.

  • 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.

  • Major Breach means a breach of:

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

  • 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.

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • 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.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Data Security 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.

  • IP License Agreement shall have the meaning set forth in Section 1.2.