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

  • S:\Meeting Minutes & Agendas\Board of Health Meetings\Minutes\2017\BOH Meeting Minutes 6-13-17 DRAFT.doc 5 ✓ Community partners gather at Celilo every other Wednesday to provide services and coordinate resources.

  • To establish Agency-wide procedures for the EPA National Library Network libraries to catalog the physical and digital materials in their collections as well as other electronic resources deemed important to EPA’s mission.

  • Section 10.1(h) Terminating Purchaser Breach.....................................................................

  • If this Agreement is terminated by the Company pursuant Section 7.2(1)(c)(i) [Purchaser Breach of Representation or Warranty or Failure to Perform] resulting from a breach of a covenant, then the Purchaser will, within two Business Days of such termination, reimburse the Company for all of its reasonable documented out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby up to an aggregate amount of the Expense Reimbursement.

  • Section 7.1(c) Terminating Purchaser Breach.....................................

  • Notwithstanding the foregoing provisions of this Section 10.3(c), in the event the Purchaser shall be unwilling or unable to pay the Purchase Price at Closing, such failure to pay shall constitute a Terminating Purchaser Breach and the Purchaser Cure Period shall not apply.

  • He used the contract as a ‘‘param- eter’’ but did not adhere to it ‘‘religiously.’’ No grievances were filed pursuant to the contract.

  • If, and to the extent, a Recapture Event Purchaser Breach occurs and such Recapture Event Purchaser Breach results in a payment under the Recapture Bond, subject to the provisions below, Purchaser shall pay to Seller, on an after- tax basis, an amount equal to the payment required to be made by Seller under the Recapture Bond, but only to the extent such payment directly relates to the recapture of Tax Credits caused by a Recapture Event Purchaser Breach.

  • Notwithstanding any provision of this Agreement to the contrary, however, the rights granted to the Purchaser and the Holders pursuant to this Agreement including, without limitation, this Section 2(a), shall be irrevocably terminated upon the occurrence of a Purchaser Breach.

  • Notwithstanding any provision of this Agreement to the contrary, however, the rights granted to the Purchaser and the Holders pursuant to this Agreement including, without limitation, this Section 2(b), shall be irrevocably terminated upon the occurrence of a Purchaser Breach.


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 has the meaning ascribed thereto in the Stock Purchase Agreement.
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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 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;

  • Terminating Acquiror Breach has the meaning specified in Section 10.01(c).

  • 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 11.2(a).

  • 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

  • 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 “Your” privacy statement, breach of a person’s right of publicity, wrongful collection, false light, intrusion upon a person’s seclusion, public disclosure of “Private Information”, or misappropriation of a person’s picture or name for commercial gain.

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

  • 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 has the meaning set forth in Section 3.2.

  • 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.

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

  • Defaulting Purchaser means any Related Committed Purchaser or LC Participant, as applicable, that (a) has failed to (i) perform its obligation to fund any portion of its Purchases or Participation Advances or (ii) pay over to the Administrator or any Purchaser any other amount within two Business Days of the date required to be funded or paid by it hereunder, unless, in the case of clause (i) above, such Related Committed Purchaser or LC Participant, as applicable, notifies the Administrator and the Seller in writing that such failure is the result of such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Seller, the Administrator or any Purchaser in writing, 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 or any other Transaction Document or generally under other agreements in which it commits or extends credit (unless such writing or public statement relates to such Related Committed Purchaser’s or LC Participant’s, as applicable, obligation to fund any portion of its Purchases or Participation Advances and states that such position is based on such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied), (c) has failed, within three Business Days after written request by the Administrator or the Seller, to confirm in writing in a manner satisfactory to the Administrator and the Seller, that it will comply with the terms of this Agreement and the other Transaction Documents relating to its obligations to fund prospective Purchases and Participation Advances under this Agreement (provided that such Related Committed Purchaser or LC Participant, as applicable, shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrator and the Seller), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency proceeding or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided that, for the avoidance of doubt, a Related Committed Purchaser or LC Participant, as applicable, shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in such Related Committed Purchaser or LC Participant, as applicable, 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 Related Committed Purchaser or LC Participant, as applicable, 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 Related Committed Purchaser or LC Participant, as applicable (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Related Committed Purchaser or LC Participant, as applicable.

  • 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).

  • First Closing has the meaning set forth in Section 2.1(a).

  • 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