Known Breach definition

Known Breach. “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 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 A▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇ ▇▇▇▇▇, 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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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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Examples of Known Breach in a sentence

  • 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 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.

  • 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 on or prior to the Closing Date, Deborah Hartigan, Steve Siegel o▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇sc▇▇▇▇ ▇▇▇▇ ▇▇y re▇▇▇▇▇▇▇▇▇▇▇n 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.

  • Buyer shall give Seller written notice of a Known Breach promptly after Buyer acquires knowledge thereof.

  • As used herein, a "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.

  • 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 such suspected violations or Remediation or obligation to correct or Remediate identified in the Phase I Notice or the Phase II Notice shall not be deemed to be a 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.

  • Notwithstanding the foregoing, in the event that the Purchaser delivers written notice of Known Breaches to the Sellers prior to Closing as set forth in Section 3.2(a), but still consummates the transactions contemplated hereunder, the Purchaser shall be entitled to indemnification with respect to any such Known Breach without regard to any of the limitations set forth in Section 8.2(b)(ii).


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 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

  • 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 representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Major Breach means a breach of: