Purchaser Cause definition

Purchaser Cause means any material breach by the Purchaser of the Purchaser’s Responsibilities, except to the extent that such breach is: the result of any act or omission by the Purchaser to which the Service Provider has given its prior consent; or caused by the Service Provider, and/or any Service Provider Representative.
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Examples of Purchaser Cause in a sentence

  • Following the receipt of a Relief Notice, the Purchaser shall as soon as reasonably practicable consider the nature of the Service Provider Non-Performance and the alleged Purchaser Cause and whether it agrees with the Service Provider’s assessment set out in the Relief Notice as to the effect of the relevant Purchaser Cause, consulting with the Service Provider where necessary.

  • The Service Provider shall use all reasonable endeavours to eliminate or mitigate the consequences and impact of a Purchaser Cause, including any Losses that the Service Provider may incur and the duration and consequences of any Delay or anticipated Delay.

  • All changes to the Outline Implementation Plan shall be subject to the Change Control Procedure provided that the Service Provider shall not attempt to postpone any of the Milestones using the Change Control Procedure or otherwise (except in accordance with clause 26 (Purchaser Cause)).

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  • If a dispute arises as to: whether a Service Provider Non-Performance would not have occurred but for a Purchaser Cause; and/or the nature and/or extent of the relief and/or compensation claimed by the Service Provider, the dispute shall be resolved in accordance with clause 61.

Related to Purchaser Cause

  • For Cause means:

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Just Cause means:

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge by the Company other than for Cause. The termination of Executive’s employment as a result of Executive’s death or inability to perform the essential functions of his job due to disability will not be deemed to be an Involuntary Termination Without Cause.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Good Reason means:

  • Without Cause means a termination by the Company of the Employee’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability.

  • Constructive Termination means:

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1 hereof.

  • Termination Without Cause means the termination of the Employee’s employment by the Employer for any reason other than (i) Termination With Cause, or (ii) a termination by the Employer due to the Employee’s death or disability.

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • 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).

  • Purchaser Board means the board of directors of the Purchaser;