Terminating Purchaser Breach definition

Terminating Purchaser Breach has the meaning specified in Section 8.1.
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Terminating Purchaser Breach has the meaning specified in Section 10.1(c).
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Terminating Purchaser Breach has the meaning set forth in Section 7.4.
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Examples of Terminating Purchaser Breach in a sentence

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

  • 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.

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


More Definitions of Terminating Purchaser Breach

Terminating Purchaser Breach shall have the meaning set forth in Section 9.1(f).
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Terminating Purchaser Breach shall have the meaning set forth in Section 13.1(c).
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Terminating Purchaser Breach has the meaning set forth in Section 7.1(d). “Terminating Seller Breach” has the meaning set forth in Section 7.1(c). “Third Party Approvals” has the meaning set forth in Section 3.4. “Third-Party Claim” has the meaning set forth in Section 8.3(a). “Threshold Amount” has the meaning set forth in Section 8.2(f)(i). “Trademarks” means all trademarks, service marks, brand names, trade dress, logos, trade names, Internet domain names, corporate names and d/b/a’s, doing business names, and other source indicators and indicia of origin, including the registrations and applications for registrations thereof and all goodwill associated therewith and symbolized thereby. “Transaction Documents” means this Share Purchase Agreement, the Amended and Restated Articles of Association, the Joint Venture Agreement, the Joint Venture Collaboration Agreement, the Seller and Purchaser Collaboration Agreement, the Support and Transition Agreements, the Purchaser Assignment, Transfer and Assumption Agreements, the Purchaser Intellectual Property Agreement, and the Pre-Closing Restructuring Agreements. “Transaction Term Sheet” has the meaning set forth in the Recitals. “Transferred Business Assets” has the meaning set forth in Section 5.7(a). “Transferred Business IP Agreements” means the Business IP Agreements primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated. “Transferred Business Intellectual Property” means the Intellectual Property primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated.
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Terminating Purchaser Breach has the meaning ascribed thereto in Section 10.1(e) of this Agreement.
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Terminating Purchaser Breach has the meaning ascribed to it in Section 8.01(e).
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Terminating Purchaser Breach. Section 11.01(e)
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Related to Terminating Purchaser Breach

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

  • Major Breach means a breach of:

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

  • 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;

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

  • Seller Default has the meaning set forth in Section 12.1.

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • 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:

  • 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.

  • Breaching Party has the meaning set forth in Section 12.2.

  • Servicer Termination Notice Defined in Section 6.15.

  • 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;

  • Terminating Party As defined in Section 7.1(f).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • 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.

  • Backup Servicer Termination Notice has the meaning given to such term in Section 8.04.

  • 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

  • Employee assigned to the contract means an employee who was hired after November 6, 1986, who is directly performing work, in the United States. An employee is not considered to be directly performing work under a contract if the employee—

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • 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.