Uncured Employer Breach definition

Uncured Employer Breach means and be limited to: (i) a material breach of this Agreement by Employer of the express terms of this Agreement, if such breach continues for 15 business days following written notice detailing the events resulting in such breach and circumstances of such breach, given personally by hand by the Employee to the Chairman; (ii) termination of Sargon pursuant to Section 4(f) of the High River Agreement at a time when High River would not be entitled to terminate the employment of Employee thereunder for “Cause”; (iii) termination of the employment of Employee by High River without “Cause” and (iv) a Permitted Resignation by Employee under the High River Agreement.
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Uncured Employer Breach means (i) a material breach of the terms of this Agreement by Employer and/or (ii) a material change in the duties assigned to Employee which are so different in responsibility and scope so as to be materially adverse to Employee to the extent that Employee acting reasonably would be demeaned by such change, in each case if such breach or change continues following the fifth (5th) business day after written notice detailing the circumstances of such breach or change has been delivered by (x) email and (y) personally by hand (or by certified mail return receipt requested) by Employee to Cxxx X. Xxxxx or his General Counsel.
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Uncured Employer Breach means (i) a material breach of the terms of this Agreement by Employer and/or (ii) a material change in the duties assigned to Employee which are so different in responsibility and scope so as to be materially adverse to Employee to the extent that Employee acting reasonably would be demeaned by such change, in each case if such breach or change continues following the fifth (5) business day after written notice detailing the circumstances of such breach or change has been delivered by (x) email and
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Examples of Uncured Employer Breach in a sentence

  • Icahn, provided that if such failure is the result of a good faith dispute, then such failure shall not constitute or be deemed to constitute an Uncured Employer Breach.

  • An Uncured Employer Breach shall mean and be limited to the failure of the Employer to make any payment required to be made hereunder when due if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure delivered personally by hand (or by certified mail return receipt requested) by the Employee to Carl C.

  • An Uncured Employer Breach shall also include a material change in the duties assigned to Employee which are so different in responsibility and scope so as to be materially adverse to Employee to the extent that Employee acting reasonably would be demeaned by such change, it being understood that any such change shall not be considered adverse to the extent that Employee’s duties include oversight over other entities that are or were affiliated with Icahn Group.

  • An Uncured Employer Breach shall mean and be limited to the failure of the Employer to make any payment required to be made hereunder when due if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure delivered personally by hand (or by certified mail return receipt requested) by the Employee to Cxxx X.

  • An Uncured Employer Breach shall also include a material change in the duties assigned to Employee which are so different in responsibility and scope so as to materially diminish the responsibility of Employee.

  • An Uncured Employer Breach shall mean and be limited to the failure of the Employer to make any payment required to be made hereunder when due if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure delivered personally by hand (or by certified mail return receipt requested) by the Employee to Xxxx X.


More Definitions of Uncured Employer Breach

Uncured Employer Breach means and be limited to, the failure of any of Employer to make any payment expressly required to be made under the terms of this Agreement or any amendment hereto, if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure given personally by hand by the Employee to Xxxx X. Icahn, provided that if such failure is the result of a dispute with respect to such payment then such failure shall not constitute or be deemed to constitute an “Uncured Employer Breach”, in which event the first paragraph of this Section 11(i) shall continue to be applicable in full force and effect and no Permitted Resignation shall be deemed to have occurred.
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Uncured Employer Breach means any of the following: (a) a material breach by the Employer of this Agreement and/or the RSU Agreement;(b) a material breach by the Employer or the General Partner of the LPA; or (c) a material breach by the Guarantor of the Guaranty; provided, however, that prior to termination for an Uncured Employer Breach as a result of a material breach under clauses (a)-(c), the Employer, the General Partner and/or the Guarantor, as the case may be, shall be given written notice of the activity giving rise to such failure and, if such activity is capable of being cured, will have 30 business days to cure such breach.
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Uncured Employer Breach means and be limited to, the failure of any of Employer to make any allocation, distribution or payment expressly required to be made under the terms of this Agreement or any amendment hereto, if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure given personally by hand by the Employee to Xxxx X. Icahn, provided that if such failure is the result of a good faith dispute with respect to such allocation, distribution or payment then such failure shall not constitute or be deemed to constitute an “Uncured Employer Breach”, in which event the first paragraph of this Section 17(i) shall continue to be applicable in full force and effect and no Permitted Resignation shall be deemed to have occurred. The Employee acknowledges and agrees that the Icahn Group has a worldwide reputation and operates on a worldwide basis and that the scope of this covenant will and is intended to prohibit his activities as set forth above throughout the world. The Employee acknowledges and agrees that the provisions of this Section 17(i) are fair and reasonable and necessary to protect the business, reputation, goodwill and franchise of the Icahn Group. Employee acknowledges that, in light of the significant compensation of Employee, Employee is voluntarily entering into this provision and is well able to comply with its provisions without hardship.
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Uncured Employer Breach means any of the following: (a) a material breach by the Employer of this Agreement and/or the RSU Agreement; (b) a material breach by the Employer or the General Partner of the LPA; or (c) a material breach by the Guarantor of the Guaranty; provided, however, that prior to termination for an Uncured Employer Breach as a result of a material breach under clauses (a)-(c), the Employer, the General Partner and/or the Guarantor, as the case may be, shall be given written notice of the activity giving rise to such failure and, if such activity is capable of being cured, will have 30 business days to cure such breach.
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Related to Uncured Employer Breach

  • Employer default means having an outstanding balance or liability to the old fund or to the uninsured employers' fund or being in policy default, as defined in W. Va. Code § 23-2c-2, failure to maintain mandatory workers' compensation coverage, or failure to fully meet its obligations as a workers' compensation self-insured employer. An employer is not in employer default if it has entered into a repayment agreement with the Insurance Commissioner and remains in compliance with the obligations under the repayment agreement.

  • Major Breach means a breach of:

  • 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;

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

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

  • 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.

  • Severance from Service Date means the earlier of:

  • 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;

  • Persistent Breach means a Default which has occurred on three or more separate occasions with a continuous period of six (6) months.

  • Severance from Employment means severance from employment with the Employer and any Related Entity. However, a Severance from Employment also occurs on any date on which an Employee ceases to be an employee of a public school, even though the Employee may continue to be employed by a Related Employer that is another unit of the State or local government that is not a public school or in a capacity that is not employment with a public school (e.g., ceasing to be an employee performing services for a public school but continuing to work for the same State or local government employer).

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

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • One-Year Break in Service means a twelve (12) consecutive month period during which the Participant does not complete more than 500 Hours of Service.

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

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • 1-Year Break in Service means the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer. Further, solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service, Hours of Service shall be recognized for "authorized leaves of absence" and "maternity and paternity leaves of absence." Years of Service and 1-Year Breaks in Service shall be measured on the same computation period.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Covered employment means employment in a covered position.

  • Separation from Service means a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.

  • Separates from Service or “Separation from Service” means the Participant’s termination of service as a non‑employee director and as an employee of UGI for any reason other than death and shall be determined in accordance with section 409A of the Code.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • specific learning disabilities means a heterogeneous group of conditions wherein there is a deficit in processing language, spoken or written, that may manifest itself as a difficulty to comprehend, speak, read, write, spell, or to do mathematical calculations and includes such conditions as perceptual disabilities, dyslexia, dysgraphia, dyscalculia, dyspraxia and developmental aphasia;

  • Disabled or Disability means Disabled or Disability within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

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