Known Breach definition

Known Breach means a Breach of any representation or warranty set forth in Section 4 or Section 5 of the Agreement, including any Specified Representations, made herein or in any other Transactional Agreement that would constitute fraud by the Seller, assuming reliance by the defrauded party upon, and/or action taken (or inaction) by the defrauded party in reliance upon, such representation or warranty.
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Known Breach means any breach of any representation or warranty set forth in Article 3 or Article 4, or the failure of any representation or warranty set forth in Article 3 or Article 4 to be true or correct, in connection with any fact, matter, event, circumstance, implication or effect disclosed or made available to the Purchaser in the Seller Disclosure Schedule, or which was in the knowledge of the Purchaser as of or prior to the date of this Agreement.
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Known Breach means any breach of or inaccuracy in any of the Seller's representations or warranties which Buyer has or had knowledge of at or prior to Closing. Buyer shall give Seller written notice of a Known Breach promptly after Buyer acquires knowledge thereof. For purposes of this subsection, Buyer shall be deemed to have knowledge of only those matters actually known by Axxxxx Xxxxxx and Dxx Xxxxx, provided that such persons remain responsible for reviewing on Buyer's behalf the results of the Buyer's investigation during the Due Diligence Period (and extensions thereof) and remain responsible for closing the purchase and sale contemplated hereunder, without any duty to investigate and with any imputed or constructive knowledge excluded.
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Examples of Known Breach in a sentence

  • If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel ox Xxx Xxxxxxx xxscxxxx xxxx xxy rexxxxxxxxxxxn or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach.

  • Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured.

  • If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement.

  • If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach.

  • Seller shall deposit as the Section 6.2 Deposit an amount equal to Buyer's estimate (such estimate not to exceed the applicable limitations set forth herein), less out of pocket expenses reasonably substantiated by Seller as theretofore expended by Seller after the date of the relevant notice of the Known Breach but prior to Closing in bona fide attempts to cure the Known Breach.

  • Any termination pursuant to (c) above shall be without prejudice to any right any party may have against the other for any misrepresentation or breach of warranty or covenant under this Agreement, except that if the Agreement is terminated as a result of a Known Breach, then the Sellers will not have any liability or obligation to Buyer or Suiza Foods with respect to such Known Breach or any such termination.

  • For purposes of determining whether the condition set forth in this Section 3.2(a) has been fulfilled with respect to the Sellers’ representations and warranties set forth in Article V or establishing a Known Breach (as defined below), each such representation and warranty shall be read without regard to materiality (including a Seller Material Adverse Effect) qualifications that may be contained therein.

  • Upon request in writing delivered on or prior to the time of Closing by either Party to the other Party, the other Party shall be required to declare whether any Known Breach of such other Party is sufficient to prevent satisfaction of the condition set forth in Section 7.1.1 or Section 7.2.1, as the case may be.

  • Buyer will promptly notify Seller in writing whenever it discovers any Known Breach (other than those disclosed to Buyer in writing by the Company).


More Definitions of Known Breach

Known Breach shall have the meaning set forth in Section 10.4.4.
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Related to Known Breach

  • 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;

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

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

  • Intentional Breach means, with respect to any agreement or covenant of a party in this Agreement, an action or omission taken or omitted to be taken by such party in material breach of such agreement or covenant that the breaching party intentionally takes (or fails to take) with actual knowledge that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.

  • Major Breach means a breach of:

  • 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.

  • Non-Breaching Party has the meaning set forth in Section 9.2.1.

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.

  • 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.

  • 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;

  • 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.

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

  • Credit Breach means the status of a Participant that does not currently meet the requirements of Tariff, Attachment Q or other provisions of the Agreements.

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.

  • Substantial Breach means the following:

  • 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.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • Serious violation means OCC has made a valid finding when assessing a serious complaint that alleges:

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

  • 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.

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

  • Repeat violation means a violation of the same regulation in any location by the same person for which voluntary compliance previously has been sought within two years or a notice of civil violation has been issued

  • Seller Default has the meaning set forth in Section 12.1.

  • Misrepresentation has the meaning ascribed thereto in the Securities Act;

  • Customer Default has the meaning set out in clause 8.3.

  • Confidential Information Breach means, 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, the Contractor, the Department or State.