Specified Breach definition

Specified Breach means any failure of a representation or warranty set forth in Section 3.17(a), Section 3.18(a), Section 3.18(b)(i) or Section 3.18(b)(ii) to be true and correct (disregarding all qualifications and exceptions contained therein relating to “materiality,” “Company Material Adverse Effect” or similar qualifiers) that (a) relates to: (i) an administrative matter; (ii) a contractual matter; or (iii) a Breach under HIPAA that either (A) does not requires immediate notification to the U.S. Department of Health and Human Services or the media or (B) is reasonably unlikely to result in material monetary penalties as may be imposed by the U.S. Department to Health and Human Services under HIPAA and (b) in the case of clauses (a)(i), (ii), and (iii), is reasonably capable of being cured (in accordance with, and to the extent required by, applicable Laws as are implicated by the relevant representation or warranty) by the Company in the Ordinary Course (taking into account the Company’s past responses to situations of a similar nature) within a reasonable time following the Effective Time (not to exceed 180 days).
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Specified Breach has the meaning set forth in the Recitals.
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Specified Breach means a breach of a representation or warranty ---------------- contained in this Agreement (i) first occurring after the date hereof, (ii) caused by an event or circumstance first occurring after the date hereof outside of the breaching party's control, direction and ability to cure, and (iii) in respect of which the breaching party had no knowledge of the likelihood of occurrence prior to the date hereof (e.g., an act of God). A Specified Breach shall not include, in any event, a material breach of a representation or warranty as of the date of this Agreement.
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Examples of Specified Breach in a sentence

  • If Employee fails to inform the Company of any new employment (a “Specified Breach”), and the Company continues to pay Employee under this section, the Company reserves the right to seek reimbursement of payments from Employee above minimum wage for the period following his Specified Breach.

  • The Forbearing Parties have not waived, are not by this Agreement waiving, and have no intention of waiving, any Specified Breach, the Specified Termination Events, any other breach of any Transaction Document or any Termination Events which may be continuing on the date hereof or any breach of any Transaction Document or any Termination Events which may occur after the date hereof (whether the same or similar to the Specified Breaches or the Specified Termination Events or otherwise).

  • This specific waiver applies only to the Specified Breach and only for the express circumstances described above.

  • For greater certainty, the provisions of this Section 7.5(d) shall not apply to any Breach of Representation other than a Between Closing Specified Breach.

  • The Specified Breach Directors shall have all voting and other rights (including for purposes of determining the existence of a quorum) as the other individuals serving on the Board of Directors and shall serve on the Board of Directors until no Specified Breach exists (at which time the rights under this Section 7(b) shall terminate, subject to revesting in the event of each and every subsequent Specified Breach).


More Definitions of Specified Breach

Specified Breach means the occurrence of an Event of Default under Sections 8.1, 8.2, 8.13 or 8.14 hereof which is not otherwise waived by the affected Lenders or cured within any applicable cure or grace period.
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Specified Breach has the meaning specified for that term in Section 3.1(a).
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Specified Breach shall have the meaning ascribed to it in Section 7(b).
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Specified Breach has the meaning specified for that term in Section 3.1(a) of this Agreement.
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Specified Breach means (A) Arion’s breach of the representations and warranties set forth in Section 5.12 (Financial Capacity), Section 5.17 (Solvency) (except in the case the primary cause for the breach of such solvency representation is the financial status of the Purchased Assets, Assumed Liabilities and the Business transferred to Arion in connection with the Purchase Transactions) and/or Section 5.18 (Limited Guarantee) and/or (B) the Arion Entities’ breach or failure to perform, on the part of the Arion Entities, the covenants or agreements set forth in (I) Section 6.2(a)(y) (Operation of the Business) (but solely with respect to sub-clauses (i) (ii), (iii), (iv), (vi), (vii), (viii) or (x) thereof) and/or (II) Section 6.4 (
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Specified Breach means the failure by NYNEX to meet the incident-based or parity-based Liquidated Damages performance standards set forth herein or in Attachment SQfor any of the Specified Activities as defined below.
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Specified Breach means FPL's or the Company's non-compliance with the provisions of Articles 112A and 150A (Fundamental Issues), Article 194 (Indemnification), or any breach of Warranties of FPL and/or the Company
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