Substantial Failure definition

Substantial Failure means material non-compliance with the requirements of this Agreement which:
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Substantial Failure means (a) Complaints made by, or on behalf of, the greater of five (5) Covered Clients or one percent (1%) of Covered Clients of the Participant, if such Complaint(s) are not dismissed as provided in Article J, Section 5 below or (b) Complaints determined by the Compliance Committee to pose a substantial risk to the Client Assurance Program.
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Substantial Failure means the failure to meet requirements, other than unimportant omissions or defects, given the particular circumstances involved.
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Examples of Substantial Failure in a sentence

  • A default includes a Termination for Substantial Failure to Perform under Article 14, but also includes any breach of Contract and is subject to the requirements and responsibilities as set forth in the Performance Bond.

  • Substantial Failure to Perform: Includes any violation of any requirement of this Contract that is repeated or ongoing, that goes to the essentials or purpose of the Contract, or that injures, jeopardizes or threatens the health, safety, welfare, rights or other interests of members.

  • The Performance review parameters as laid down in Annexure-IV shall form the basis of determination of the performance standard of the Auditors, but MPPKVVCL’s decision shall be final in this regard.• Substantial Failure of the selected bidder to perform the agreement may even cause to terminate the agreement.

  • The Department will utilize a variety of means to ensure compliance with Agreement requirements, Written Policies and Procedures and Departmental Decisions, when the AE demonstrates a Substantial Failure to monitor and ensure delegated or purchased administrative functions are conducted in compliance with the terms and conditions of this Agreement.

  • In the event of Substantial Failure by either Party to perform in accordance with the terms of this Agreement, the other Party may terminate this Agreement upon ninety (90) days written notice of termination setting forth the nature of the failure, provided that the failure is through no fault of the other Party and is not due to Force Majeure conditions.

  • Substantial Failure by a tenant to comply with the Mandatory Meals Program agreement is a violation of the lease and will subject the tenant to eviction procedures in accordance with the lease.

  • In the case of one or more Complaints, the Participant shall be deemed to be in Default (a) in the case of a Reported Failure, at such time as set forth in Section 4 below; or (b) in the case of a Substantial Failure, at such time as set forth in Section 5 below.

  • Substantial Failure — Over an applicable calendar month Less than ****% of all processing files and online transactions received by the end of Customer’s processing day will be processed .

  • Applying high-quality HFE cannot be achieved by mechanically using a toolkit.

  • Such occurrences shall not constitute a basis for termination of this Agreement under Section 1.5 (Termination for Substantial Failure of Performance) and shall not affect this Agreement except as expressly provided for in this Section 7.8.


More Definitions of Substantial Failure

Substantial Failure means the repeated, reck-
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Related to Substantial Failure

  • Epidemic Failure means a series of repeating failures or defects resulting in at least a 0.5% failure rate for the same Product or Material during any twelve-month period.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Potential Failure to Pay means the failure by a Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, without regard to any grace period or any conditions precedent to the commencement of any grace period applicable to such Obligations, in accordance with the terms of such Obligations at the time of such failure.

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Technical Failure means a failure of the court's hardware, software, and/or telecommunications facility which results in the impossibility of submitting a file electronically. Technical failure does not include malfunctioning of the equipment of the person submitting an e-file.

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Substantial disruption means without limitation that any one or more of the following occur as a result of the bullying:

  • Supply Failure shall have the meaning ascribed to it in Section 2.8.

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.

  • Listing Failure Event means that:

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Substantial compliance means a level of compliance with these rules where any deficiencies pose no greater risk to resident health or safety than the potential for causing minor harm.

  • Substantial Amount means, at the time of determination thereof, an amount in excess of 30.0% of total consolidated assets (exclusive of depreciation) at such time of the Borrower and its Subsidiaries determined on a consolidated basis.

  • Substantial Breach means a breach of any of clauses 3.8, 3.9, 4.1, 4.2, 5.1(c)(i) to 5.1(c)(xxiv) (inclusive), 17.1, 17.2, 31.2 or 31.7(c) of this Agreement;

  • Substantial damage means damage of any origin sustained by a structure whereby the cost of restoring the structure to its before damaged condition would equal or exceed 50 percent of the market value of the structure before the damage occurred.

  • Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty five (25) days of the date that such SEC comments are received by the Company.

  • Mental, Nervous or Psychological Disorder means a mental or nervous health condition including, but not limited to: anxiety, depression, neurosis, phobia, psychosis; or any related physical manifestation.

  • Substantial cause means Employee’s (1) failure to substantially perform Employee’s duties; (2) material breach of this Agreement; (3) misconduct, including but not limited to, use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency.

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

  • Severe neglect means neglect that causes or threatens to cause serious harm to a

  • Substantial emotional distress means significant mental suffering or anguish that may, but does not necessarily, require medical or other professional treatment or counseling.

  • Reporting Failure has the meaning set forth in Section 2.4.

  • Consistent Failure means any of: