Material Uncured Breach definition

Material Uncured Breach means the occurrence of any of the following events:
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Material Uncured Breach means any event which allows the rights provided in subparagraph (b) of this paragraph 7.
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Examples of Material Uncured Breach in a sentence

  • If there is a Material Uncured Breach of this Agreement with respect to a TRA Holder or a Change of Control (each, a “Deemed Early Termination Event”), (A) the Corporation (or the TRA Representative (with a copy to the Corporation)) shall deliver to the applicable TRA Holder(s) an Early Termination Notice as provided in Section 3.02(a), and (B) all obligations under this Agreement with respect to the applicable TRA Holder(s) shall be accelerated.

  • If there is a Material Uncured Breach or a Change of Control (each, a “Deemed Early Termination Event”), (A) the Corporation (or the TRA Representative (with a copy to the Corporation)) shall deliver to the TRA Holders an Early Termination Notice as provided in Section 3.02(a), and (B) all obligations under this Agreement with respect to the TRA Holder(s) shall be accelerated.

  • Upon a Material Uncured Breach of this Agreement with respect to a TRA Holder and as soon as reasonably practicable before a Change of Control (each, a “Deemed Early Termination Event”), (A) the Corporation (or the TRA Representative (with a copy to the Corporation)) shall deliver to each of the Affected TRA Holders an Early Termination Notice, and (B) all obligations under this Agreement with respect to each Affected TRA Holder shall be accelerated.

  • For purposes of this Agreement, a Material Uncured Breach shall be deemed to occur if either party breaches a material obligation or covenant imposed hereunder, or there exists a material breach of any representation or warranty made hereunder or thereunder, in either case, which breach has not been cured within thirty days after written notice of such breach has been given to the breaching party.

  • Notwithstanding the preceding sentence, if (x) there is a Material Uncured Breach with respect to fewer than all TRA Holders and (y) that Material Uncured Breach resulted from a willful and intentional breach of this Agreement by the Company, then all TRA Holders shall be considered an Affected TRA Holder.

  • If there is a Material Uncured Breach or a Change of Control (each, a “Deemed Early Termination Event”), (A) the Corporation (or the TRA Representative (with a copy to the Corporation)) shall deliver to the TRA Holders an Early Termination Notice as provided in ‎Section 3.02(a), and (B) all obligations under this Agreement with respect to the TRA Holder(s) shall be accelerated.

  • If there is a Material Uncured Breach of this Agreement with respect to a TRA Holder or a Change of Control (each, a “Deemed Early Termination Event”), (A) the Corporation (or the TRA Representative (with a copy to the Corporation)) shall deliver to the applicable TRA Holder(s) an Early Termination Notice as provided in ‎Section 3.02(a), and (B) all obligations under this Agreement with respect to the applicable TRA Holder(s) shall be accelerated.

  • Notwithstanding the foregoing, any disputes between the Parties hereto concerning a Material Uncured Breach as defined in Section 2.4(c) of the Purchase Agreement or an Event of Default as defined in SECTION 6 herein shall be submitted to arbitration in a manner consistent with the terms of Section 10.4 of the Purchase Agreement, but on an accelerated basis.

Related to Material Uncured Breach

  • Non-Breaching Party has the meaning set forth in Section 9.3.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • 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.

  • 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;

  • Major Breach means a breach of:

  • 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.

  • Material Document Defect As defined in Section 2.03(a) of this Agreement.

  • Major Default means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p).

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Material Defect As defined in Section 2.02(c) hereof.

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

  • 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

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

  • Minor Default means any Event of Default that is not a Major Default.

  • Contractor Default shall have the meaning set forth in Clause 23.1;

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

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

  • 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;

  • Material Loss means an uninsured:

  • Incipient Default means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

  • Event of Noncompliance has the meaning set forth in the Certificate of Designation.

  • 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.

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

  • Security Breach means (i) any act or omission that materially compromises either the security, confidentiality or integrity of Named Entity Protected Data, or the physical, technical, administrative or organizational safeguards put in place by Vendor or any Authorized Persons that relate to the protection of the security, confidentiality or integrity of Named Entity Protected Data, (ii) receipt of a complaint in relation to the privacy practices of Vendor or any Authorized Persons or a breach or alleged breach of this Contract relating to such privacy practices.

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

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;