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

  • 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)).

  • 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.

  • The provisions of clause 22 (Deliverables and Milestones), clause 24 (Implementation) including 24.3 and 24.4 (Rectification Plan) and 24.5 (Testing and Achievement of Milestones) and clause 26 (Purchaser Cause), shall apply to Testing.

  • 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.

  • 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 (Dispute Resolution).

  • Without prejudice to clause 26 (Purchaser Cause), whether any defect or delay in relation to Deliverables is due to the Purchaser or not, the Service Provider shall deploy all additional resources to address the consequences of the default or delay.

  • 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 a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Due Cause means any of the following events:

  • Just Cause means:

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, 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 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, 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. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • with cause means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Adviser’s ability to perform the Services.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for 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 of the Executive’s employment by the Company other than for a termination for Cause or due to Disability.

  • Constructive Termination means:

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

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • Good cause exception means the issuance of a fingerprint

  • Termination With Cause and “Cause” shall have the same meaning specified in any effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank. If the Executive is not a party to a severance or employment agreement containing a definition of termination with cause, Termination with Cause means the Bank terminates the Executive’s employment for any of the following reasons –

  • 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.

  • Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • For Good Reason as defined in Section 6.4.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Terminated for Cause mean termination of the employment of the Employee because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of a 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. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.

  • Probable cause means that there is a substantial objective basis for believing that, more likely than not, an offense has been committed and a person to be arrested has committed it.