Fundamental Breach definition

Fundamental Breach means any material breach of this Agreement and includes:

Fundamental Breach means a Default which is of a nature and effect which (either on its own or in conjunction with other Defaults then subsisting) is to be regarded as a substantial breach of that Party's obligations under this Contract and which is calculated to deprive or has the effect of depriving the other Party of material benefits expected from the performance of this Contract.

Fundamental Breach has the meaning defined in Section 11.3(e), below.

Examples of Fundamental Breach in a sentence

• The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause E7 unless the audit reveals a Fundamental Breach by the Provider in which case the Provider shall reimburse the Council for the Council's reasonable costs incurred in relation to the audit.

• In the event that a provider fails to provide the Performance Monitoring Information to the Council in accordance with Clause B9.1 above one more than one occasion in any twelve (12)-month rolling period this will constitute a Fundamental Breach.

• Failure to remedy the failure(s) and/or Breach(s) specified in the NTRB entitles the Council at its sole discretion to undertake one or all of the following: issue or agree with the Provider an Action Plan in accordance with Clause H2.5; or suspend all or part of the Services in accordance with Clause H3; or consider such a failure and/or Breach a Fundamental Breach.

• Failure by the Provider to comply with its obligations under this Clause may be regarded as a Fundamental Breach of this Agreement.

• The Council at its sole discretion may terminate with immediate effect this Agreement in whole or in part by serving written notice on the Provider in the following circumstances: A Fundamental Breach has occurred; A Consistent Failure as defined below has occurred; A change of control of the Provider within the meaning of section 1124 of the Corporation Tax Act 2010 that has not been approved by the Council.

More Definitions of Fundamental Breach

Fundamental Breach means a complete failure on the part of the Agent to provide the Services and / or a failure to comply with any obligation essential to the provision of such Services

Fundamental Breach means (a) a breach by Company of its obligations in Articles 4, 5 or 7 or (b) a breach of, or inaccuracy in, the representations and warranties set forth in Sections 13.1, 13.2(a), 13.2(g), 13.2(h), 13.2(l), 13.2(m), that, in each case, materially and adversely affects Licensee or its ability to Develop, Manufacture or Commercialize the Licensed Product in accordance with the plans and timelines contemplated by this Agreement.

Fundamental Breach means a material breach by BioMedica of any material obligation contained in clauses [***];

Fundamental Breach means a material breach of this Agreement of a such magnitude that it compromises the Alliance.

Fundamental Breach means where:

Fundamental Breach means the Breaching Party’s (i) gross negligence with respect to any of its material obligations under this Agreement, (ii) intentional or willful misconduct, fraudulent act or omission with respect to any of its obligations under this Agreement or (iii) any material breach of any of the following provisions: *****.

Fundamental Breach in this Agreement shall mean – a breach in respect of which it is stated explicitly in the Agreement that it is a fundamental breach. This condition is a fundamental condition in this Agreement.