Interim Breach definition

Interim Breach means any Breach with respect to which (i) the facts, events or conditions that caused such Breach first occurred during the Interim Period and (ii) any Deal Team Member obtained Actual Knowledge of such Breach during the Interim Period.

Interim Breach means any breach of any representations or warranties made by Seller in this Agreement as of the Closing Date resulting from an occurrence, or non-occurrence, of any event after the Signing Date and prior to the Closing which are not covered under the R&W Policy because the Buyer had knowledge of such breach at or prior to Closing, in each case to the extent that the R&W Policy would have covered such Loss had the Buyer not had knowledge of such breach at or prior to Closing.

Interim Breach means any Breach where: (i) any material fact, circumstance, event or condition that caused or contributed to causing such Breach first occurred during the Interim Period; and, (ii) any of the Acquisition Team Members obtained Actual Knowledge of such Breach during the Interim Period. For the avoidance of doubt, to the extent a Breach existed as of the date of the Acquisition Agreement, such Breach is not an Interim Breach.]

Examples of Interim Breach in a sentence

• Notwithstanding the foregoing, or any other provision herein, except solely with respect to the Interim Breach Provision, the risk that the R&W Policy will not respond or otherwise provide coverage (excluding, for the avoidance of doubt, retention under the R&W Policy) with respect to a given claim shall be borne entirely by Purchaser.

• The MAPD plan must be fully compliant with the Health Information Technology for Economic and Clinical Health Act (HITECH) of 2009 and the Interim Breach Notification Rule(s) as enacted by the 2009 American Reinvestment and Reauthorization Act (ARRA) of 2009.

• The Adjustment Escrow Account, the Indemnity Escrow Account, and the Interim Breach Escrow Account shall be segregated accounts and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party.

• Except for the remaining funds in the Interim Breach Escrow Account (which funds are available only for recovery in connection with an Interim Breach Claim), the remaining funds in the Indemnity Escrow Account shall serve as the Purchaser’s sole source of recovery with respect to claims for Damages arising under Section 11.01(a), other than in cases of Actual Fraud, Knowing Misrepresentation or breaches of or inaccuracies in any of the Fundamental Representations.

• If the Purchaser shall have made, prior to the Closing, one or more Interim Breach Claims that are not, in the Purchaser’s good faith judgment, fully resolved prior to the Closing, then the Interim Breach Escrow Amount shall be funded into the Interim Breach Escrow Account at the Closing in accordance with Section 1.04(a)(iii).

More Definitions of Interim Breach

Interim Breach has the meaning ascribed to such term in the R&W Binder Agreement. “Interim Breach Basket” has the meaning set forth in Section 10.1(c).

Interim Breach has the meaning set forth in Section 6.11(b).

Interim Breach has the meaning set forth in the R&W Insurance Policy as in effect as of the date of this Agreement.

Interim Breach shall have the meaning set forth in the R&W Policy.

Interim Breach means any Interim Breach (as defined in the R&W Insurance Policy) that is set forth as an exception to the No Claims Declaration (as defined in the R&W Insurance Policy), in each case, other than with respect to Retained Claims.

Interim Breach means any Breach with respect to which (i) the facts, events or conditions that caused such Breach to exist first occurred during the Interim Period (and which, for the avoidance of doubt, did not exist prior to the Inception Date) and (ii) any of the Deal Team Members first obtained Actual Knowledge thereof during the Interim Period … The Insurer shall bear the burden of proving that any applicable person had Actual Knowledge of any underlying fact, event and circumstance and any Breach. [PartnerRe Policy; emphasis added.]

Interim Breach means the occurrence of an event, fact or circumstance after the execution of this Agreement and before the Closing (other than an event, fact or circumstance that arises out of or is attributable to one or more of the matters described in clauses (i) through (viii) of the definition of “Material Adverse Effect” and other than Immaterial Interim Breaches or any development, fact or circumstance that is the subject of a Permitted Schedule Amendment), of which one or more Persons in the Buyer Knowledge Group becomes aware during such period, which would cause any representation and warranty of the Company, EHO or Seller contained in Article 3 or 4 to be inaccurate or breached as of the Closing Date (disregarding, for purposes of determining any such inaccuracy or breach, any qualifications referring to “Knowledge”), and with respect to which recourse under the R&W Insurance Policy would be unavailable.