Material Breach of This Agreement Sample Clauses

Material Breach of This Agreement. If either Party is in material breach of this Loan Agreement, the other Party may terminate this Loan Agreement with immediate effect. It shall be considered as a material breach:
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Material Breach of This Agreement. If either Party commits a material breach of this Agreement, and does not cure such breach within ninety (90) days of receipt of written notice thereof from the non-breaching Party, then the non-breaching Party may terminate this Agreement; provided, however, that if such breach is not reasonably subject to cure within such ninety (90) days, subject to commercially reasonable efforts being undertaken by the breaching Party throughout such ninety (90)-day period and thereafter to cure such breach as promptly as possible, such cure period will be extended for an additional thirty (30) days; and provided, further that if either Party disputes in good faith whether a material breach of this Agreement has occurred, reasonably subject to cure, or been cured, then such ninety (90)-day period will be tolled during the pendency of such dispute. Such dispute will first be escalated to executive officers of the Parties, and if such officers are unable to resolve the dispute within ten (10) business days, such dispute will be escalated to the executive officers of Xxxxx and GNC Holdings, Inc. If the executive officers of Xxxxx and GNC Holdings, Inc. are unable to resolve the dispute within ten (10) business days, then either Party may refer the dispute to arbitration in accordance with Section 7.02. Notwithstanding the foregoing, Licensors will not have a right to terminate this Agreement under this Section 4.02 in the event any material breach of a Licensee or the failure of a Licensee to cure any material breach is caused (a) by GNC or any GNC Director acting against the direction of Xxxxx or any Xxxxx Director or by GNC or any GNC Director acting independently of Xxxxx or any Xxxxx Director, or (b) by an action or inaction of a Licensee that (i) was jointly approved by GNC or any GNC Director, on the one hand, and Xxxxx or any Xxxxx Director, on the other hand, or (ii) GNC or any GNC Director had prior knowledge of, and failed to raise an objection to, prior to the decision for such action or inaction being made.
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Material Breach of This Agreement. The following shall be considered Material Breach for purposes of termination of this Agreement:
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Material Breach of This Agreement. (1). In the event that a party believes that another party has materially breached this Agreement, the non-breaching party shall give written notice of the alleged breach to the breaching party. The breaching party shall have thirty days to cure the alleged breach from the date it receives written notice of the alleged breach. If the breach is not cured, termination is immediate. However, if breach occurs during the academic term and is not cured during the term, students enrolled in classes under this Agreement will be allowed to finish their coursework without penalty.
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Material Breach of This Agreement. For other breaches not provided for above, either party may terminate this Agreement in the event that the other party to this Agreement has materially breached this Agreement; provided, however, that the termination shall not be effective unless: (i) the terminating party provides the written notice ("Termination Notice") via overnight courier to the other party setting forth the facts and circumstances constituting the breach, and (ii) the party alleged to be in default does not cure such default (as reasonably determined solely by the party not in default) within thirty (30) days following receipt of the Termination Notice. In the event that the nature of the default specified in the Termination Notice cannot be reasonably cured within thirty (30) days following receipt of the Termination Notice, a party shall not be deemed to be in default if the party presents a schedule agreeable to the other party (in such other party's reasonable discretion), within the thirty (30) days period, to cure the default, commences curing the default and thereafter diligently executes the same to completion within one (1) month from commencing to cure such default. If the breach specified in the Termination Notice is timely cured or cure is commenced and diligently pursued, the Termination Notice shall be deemed rescinded and this Agreement shall continue in full force and effect.
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Material Breach of This Agreement. (b) a material breach by a Non-Lead Partner of any of its obligations under this Agreement, which, if remediable, has not been remedied within 30 Working Days after issue of a written notice specifying the breach and requesting it to be remedied.
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Material Breach of This Agreement 
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Related to Material Breach of This Agreement

  • Breach of this Agreement If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 7, 8 or 9 of this Agreement, then the Company shall have the right and remedy to have those provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the rights and privileges of the Company granted in Sections 7, 8 and 9 are of a special, unique and extraordinary character and any such breach or threatened breach will cause great and irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

  • Termination of this Agreement (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company’s Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Execution of this Agreement This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Agreement Will Not Cause Breach or Violation The consummation of the transactions contemplated by this Agreement (including the issuance and sale of the Shares) will not result in any violation of or constitute a default or any event that, with notice or lapse of time, or both, would conflict with or constitute a breach or default of the Bylaws of the Buyer or of any Material Contract or any material provision of local, state, federal or foreign law, rule or regulation and will not result in the creation or imposition of any lien or encumbrance on any of the Buyer's property or on the Shares.

  • Scope of this Agreement 2.1. This Agreement, including Parts A through L, Tables One and Two and exhibits, specifies the rights and obligations of each Party with respect to the establishment, purchase, and sale of Local Interconnection, Collocation, resale of Telecommunications Services and Unbundled Network Elements. Certain terms used in this Agreement shall have the meanings defined in PART A – DEFINITIONS, or as otherwise elsewhere defined throughout this Agreement. Other terms used but not defined in this Agreement will have the meanings ascribed to them in the Act and in the FCC’s and the Commission’s rules, regulations and orders. PART B sets forth the general terms and conditions governing this Agreement. The remaining Parts set forth, among other things, descriptions of the services, pricing, technical and business requirements, and physical and network security requirements.

  • Performance of this Agreement Buyer shall have duly performed or complied with all of the obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.

  • Duration of this Agreement The Term of this Agreement shall be as specified in Schedule A hereto.

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

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