Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;
Major Breach means a breach of:
Terminating Acquiror Breach has the meaning specified in Section 10.01(c).
Seller Default has the meaning set forth in Section 12.1.
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.
Non-Breaching Party has the meaning set forth in Section 9.3.
Seller Affiliate means any Affiliate of Seller.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).
Seller has the meaning set forth in the Preamble.
Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.
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.
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
Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).
Transferred Entities means the entities set forth on Schedule 1.5.
Other Sellers shall have the meaning set forth in Section 10.4.
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
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;
Seller Parties has the meaning set forth in the preamble to this Agreement.
Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.
Material Defect As defined in Section 2.02(c) hereof.
Terminating Company Breach has the meaning specified in Section 10.01(b).
Seller Entities means the Seller and its affiliates other than the Buyer Entities;
Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Locational UCAP Seller means a Member that sells Locational UCAP.