Purchaser Breach definition

Purchaser Breach has the meaning set forth in Section 9.03(b).
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Purchaser Breach. Any amount payable to the Purchaser by the Seller under this Agreement is to be reduced to the extent of the contributory negligence of the Purchaser with respect to the Loss or Claim.
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Purchaser Breach means either:
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Examples of Purchaser Breach in a sentence

  • For a daily press coverage of Simpson’s testimony, see Anon., “The Plague Commis- sion,” Times of India, May 29, 1899, 7.

  • In the event of termination of this Agreement by Company in accordance with Section 8.2(1)(d)(ii) [Purchaser Breach], Purchaser shall pay, within three (3) Business Days of the termination of this Agreement, a payment of $1,000,000 to Company as reimbursement for the costs and expenses incurred by Company with respect to the Arrangement.

  • The bidder shall include in its Technical Proposal sample reports, including ad hoc reports, that are consistent with these standard reports, highlighting all deviations from, addition to and/or omission from, the information referenced herein for inclusion in these standard reports.


More Definitions of Purchaser Breach

Purchaser Breach shall have the meaning set forth in Section 3.2(a)(ii).
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Purchaser Breach shall have the meaning set forth in Section 4.2(e). “Purchaser Claims” shall have the meaning set forth in Section 2.1(b). “Purchaser Opinion” means an opinion of counsel to Purchaser delivered to Sellers in connection with the execution and delivery of this Agreement attached as Exhibit C-1 hereto. “Purchaser Promissory Note” means a promissory note in the principal amount of $600,000,000.00 (as adjusted pursuant to Section 4.3(c) herein and Section 2.7 therein) issued at Closing by Purchaser to ASARCO Administration Company LLC (or such other Person as ASARCO may designate in accordance with the Plan) in the form of Exhibit D hereto. “Purchaser Released Parties” shall have the meaning set forth in Section 2.1(a). “Purchaser Releasing Party” shall have the meaning set forth in Section 2.1(b). “Qualified Bank” means ABN AMRO Bank N.V., Chicago or any commercial bank with a rating of at least A+ (S&P) and Aa2 (Xxxxx’x) (except that if a bank is only rated by either S&P or Xxxxx’x and not both, such bank must have the minimum rating by either S&P or Xxxxx’x, as applicable) that is organized or domiciled in the United States of America and that is reasonably satisfactory to Sellers. “Real Property” shall have the meaning set forth in Section 3.1(e)(i). “Release” means disposing, discharging, injecting, spilling, leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing and the like into or upon any land or water or air or otherwise entering into the environment. “Release Conditions” shall have the meaning set forth in Section 2.1(c). “Remedial Action” means all action to (a) investigate, clean up, remove, treat or handle in any other way Hazardous Materials in the environment; (b) restore or reclaim the environment or natural resources; (c) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or the environment; or (d) perform remedial investigations, feasibility studies, corrective actions, closures and post-remedial or post-closure studies, investigations, operations, maintenance and monitoring on, about or in any Real Property. 13
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Purchaser Breach has the meaning ascribed thereto in the Stock Purchase Agreement.
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Purchaser Breach means (i) any breach by the Purchaser of its obligations set forth in the this Agreement and (ii) and any action, inaction, event or decision of the Purchaser that prevents the parties hereto from consummating the transactions contemplated hereby, including any breaches any of the Purchasers’ representations, warranties, covenants or obligations under this Agreement on or before the Closing Date; provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, the Purchaser shall not be required to pay the Purchaser Breakup Fee based upon (i) such Purchaser’s discovery during its due diligence investigation of any material information of the Company or CSR not previously disclosed to the Purchaser by the Company prior to the date hereof, (ii) any material misstatement or omission by CSR in its audited Financial Statements or SEC Reports or (iii) the failure of any of the conditions contained in Section 7 hereof on or prior to the Closing Date. Subject to the foregoing proviso, the Purchaser shall promptly (but in no event later than 7 days following such termination by the Company) pay the Purchaser Breakup Fee to the Company. The Purchaser shall not be obligated to pay the Purchaser Breakup Fee if such fee becomes due and payable after January 25, 2008, provided the Purchaser has fulfilled all of its obligations hereunder.
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Related to Purchaser Breach

  • Major Breach means a breach of:

  • 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;

  • 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;

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • 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.

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

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

  • 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.

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

  • 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.

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • 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.

  • 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.

  • 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.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • 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.

  • Second Closing has the meaning set forth in Section 2.2.

  • Defaulting Purchaser means, subject to Section 2.11(c), any Purchaser that (a) has failed to (i) fund all or any portion of such Purchaser’s Pro Rata Share of any Payment Amount by the time such amount was required to be funded hereunder unless such Purchaser notifies the Administrative Agent and the Seller Representative in writing that such failure is the result of such Purchaser’s good faith determination that one or more of the conditions precedent to funding (specifically identified in writing and including the particular default if any) has not been satisfied, or (ii) pay to the Administrative Agent or any other Purchaser any other amount required to be paid by it hereunder within two Business Days of the date when such payment is due, (b) has notified the Seller Representative, any Seller, the Administrative Agent, or any Purchaser in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to the effect that it does not intend to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Purchaser’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Seller Representative, to confirm in writing to the Administrative Agent and the Seller Representative that it will comply with its prospective funding obligations hereunder (provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Seller Representative) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Event; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser. Any determination by the Administrative Agent that a Purchaser is a Defaulting Purchaser under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Purchaser shall be deemed to be a Defaulting Purchaser (subject to Section 2.11(c)) upon delivery of written notice of such determination to the Seller Representative and each Purchaser.

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

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

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

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

  • 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

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

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