Fundamental Breach definition

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

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

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.

Examples of Fundamental Breach in a sentence

• For clarity, a Fundamental Breach does not relieve Licensee of its payment obligations under Article 8.

• IHMCL may terminate the Contract if the Successful bidder causes a Fundamental Breach of the Contract.

• Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify Indemnitee against all Liabilities incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement, unless a court of competent jurisdiction finds that the material claims and/or defenses of Indemnitee in any such Proceeding were frivolous or made in bad faith.

• In the event a Fundamental Breach is not cured in accordance with the foregoing subsection (i) or (ii), or is not capable of cure, Licensee shall be entitled, by written notice to Company, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate the rights and obligations of the Parties under (w) Section 5.4, (x) Section 2.2, (y) Section 6.6, and (z) the JSC, pursuant to Section 3.1(d).

• Where the Breaching Party commits a Fundamental Breach of this Agreement, the Aggrieved Party may terminate the Agreement with 14 days notice in writing to the Breaching Party.

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 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 any material breach of a fundamental term or condition of this Agreement and, without limiting the foregoing, includes any of the following acts or omissions: (a) the Consultant’s gross default or misconduct during the Consultant’s engagement in connection with or effecting the business of the Corporation; (b) the Consultant’s continued refusal or willful misconduct to carry out the duties of his employment after receiving written notice from the Corporation of the failure to do so and having had an opportunity to correct same within a reasonable period of time from the date of receipt of such notice; (c) theft, fraud, dishonesty, misconduct, or misuse of alcohol or drugs of the Consultant involving the property, business or affairs of the Corporation or in the carrying out of the duties of his employment; or (d) any material breach of this Agreement including any breach Sections 6,7 or 8 of this Agreement;

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 where:

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.