Breach and Remedies Sample Clauses

Breach and Remedies. If Seller discovers or is notified of a security breach or potential security breach based on the restrictions contained in this article (“Security Breach”), Seller immediately shall: (i) cease access to any Proprietary Information and Materials that are the subject of the Security Breach and shall not review any Unauthorized Proprietary Information and Materials; (ii) provide notice to Buyer, including notice of the materials involved in the Security Breach, by sending notice to ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ and to Buyer’s Authorized Procurement Representative for this Contract; and (iii) assist ▇▇▇▇▇ in investigating, remedying, and taking any other action Buyer deems necessary to address such Security Breach, including related to any dispute, inquiry, or claim related to such Security Breach. Seller agrees to permit Buyer to review its security control procedures and practices via physical or electronic access by Buyer, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or backup activities are performed. Any material breach of this article by Seller may be considered a default for which Buyer may suspend Electronic Access and/or cancel this Contract, and any other contracts between Buyer and Seller, in accordance with the "Cancellation for Default" article of this Contract. Further, Seller acknowledges that any attempts by Seller or any Seller Personnel to circumvent any security measures designed to prevent unauthorized access to the Boeing Systems may be subject to criminal or civil penalties under the U.S. Federal Computer Fraud and Abuse Act and other applicable laws and regulations.

Breach and Remedies. The Wellness Advisor acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Magneceutical Health and to independent Magneceutical Health businesses. The Company will be entitled to injunctive relief or to recover damages against any Wellness Advisor who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

Breach and Remedies. (1) Employee acknowledges that Employer’s willingness to provide the consideration for this Agreement is based in material part on Employee’s agreement to the provisions of Paragraphs 6 (c)(d)(e) of this Agreement. Employee also acknowledges that Employer has provided good and valuable consideration for the obligations undertaken by Employee herein, including but not limited to, (1) initial and/or continued at-will employment, (2) monetary compensation, (3) training in various facets of Employer’s business, (4) development of contacts and relationships with Employer’s clients, recruits, employees, and other persons and entities in the course of Employer’s business, and/or (5) access to Employer’s Confidential Information. Employee further acknowledges that the obligations enumerated herein are undertaken freely, voluntarily, and with full knowledge and appreciation of their consequences. (2) Employee acknowledges that a breach or threatened breach of any of Employee’s obligations would cause immediate and irreparable harm to Employer for which an adequate monetary remedy does not exist. Employee agrees that, in the event of any such breach or threatened breach, Employer shall be entitled to temporary, preliminary, and/or permanent injunctive relief restraining Employee from such breach or threatened breach, and/or compelling or ordering Employee’s compliance with this Agreement, without the necessity of proof of actual damage or the posting of any security or bond, except as required by any non-waivable, applicable law. Nothing herein, however, shall be construed as prohibiting Employer from pursuing any other remedy at law or in equity to which the Employer may be entitled in the event of a breach or threatened breach by Employee, including without limitation the recovery of damages, penalties, attorneys’ fees, lost profits, costs, and expenses incurred by Employer as a result. (3) Employee agrees that in the event Employee violates any provision of this Agreement, the post-employment period of the restrictive covenants set forth in Paragraphs 6(e)(2), 6(e)(3) and 6(e)(4) of this Agreement shall begin to run from the latter of (1) the date on which such violation ceases or (2) the date of any final, non-appealable judgment, settlement, or other resolution of any judicial proceeding or legal action, claim or controversy enforcing or upholding any provision of this Agreement.

Breach and Remedies. Notwithstanding any provision of this Agreement to the contrary, Developers shall not be deemed to be in default under this Agreement with respect to any obligation owed solely to City, and City may not terminate or modify Developers’ rights under this Agreement, unless City shall have first delivered a written notice of any alleged default to Owner that specifies the nature of such default. If such default is not cured by Owner within sixty (60) days after receipt of such notice of default, or with respect to defaults that cannot be cured within such period, Owner fails to commence to cure the default within thirty (30) days after receipt of the notice of default, or thereafter fails to diligently pursue the cure of such default, City may terminate Owner’s rights under this Agreement. Default by any Assignee or Owner’s successor in interest shall affect only that portion of the Site owned by such Assignee or successor, and shall not cancel or diminish in any way Owner’s rights with respect to any portion of the Site not owned by such Assignee or successor. In the event that a breach of this Agreement occurs, irreparable harm is likely to occur to the non-breaching Party and damages will be an inadequate remedy. To the extent permitted by law, therefore, it is expressly recognized that injunctive relief and specific enforcement of this Agreement are proper and desirable remedies, and it is agreed that any claim by Owner against City for an alleged breach of this Agreement shall be remedied by injunctive relief or an appropriate action for specific enforcement of this Agreement and not by a claim or action for monetary damages.

Breach and Remedies. (a) Unless such failure is the result of Force Majeure or the failure or negligence of Counterparty, each of the following shall be deemed a Manager Default: (i) The failure of Manager to comply with the material terms and conditions of the Agreements, as disclosed and released to Manager under the Capacity Release; (ii) The failure of Manager to pay any undisputed amounts due to Counterparty or any Service Provider under the Capacity Release and such failure continues for a period of ten (10) days after Manager receives written notice of same; (iii) A Bankruptcy Default with respect to Manager (a “Manager Bankruptcy Default”); (iv) Any material inaccuracy in any representation or warranty of Manager set forth in this Agreement, and such inaccuracy is not remedied within thirty (30) days of Manager’s receipt of a written notice from Counterparty describing the particulars of such inaccuracy in reasonable detail; (v) The failure of Manager to perform any material covenant or obligation in this Agreement, other than those specified in clauses (i) through (iv) or (vi) through (vii), and such failure is not remedied within ten (10) days of Manager’s receipt of a written notice from Counterparty describing the particulars of such failure in reasonable detail; (vi) The failure of Manager to provide Firm sales service as provided in Article IV; (vii) The failure of Manager to provide Counterparty with financial information requested pursuant to Section 8.01 or requested collateral pursuant to Section 8.02, in each case, in an amount and form acceptable to Counterparty. (b) The occurrence of any of the following with respect to Counterparty or the Guarantor shall be deemed a Counterparty Default: (i) The failure to pay undisputed amounts due Manager herein, and such failure continues for a period of ten (10) days after receipt of written notice of same; (ii) A Bankruptcy Default with respect to Counterparty (a “Counterparty Bankruptcy Default”); (iii) Any material inaccuracy in any representation or warranty set forth in this Agreement or the Guaranty, and such inaccuracy is not remedied within thirty (30) days of receipt of a written notice describing the particulars of such inaccuracy in reasonable detail; (iv) The failure to perform any material covenant or obligation in this Agreement or Guaranty (other than those specified in clauses (i) through (iii) and (v) through (ix??)), and such failure is not remedied with ten (10) days of receipt of a written notice f...

Breach and Remedies. Notwithstanding anything to the contrary contained herein, the City shall have the right to seek legal, injunctive, or other equitable relief from a court of competent jurisdiction in the event of a breach. All rights and remedies provided in this Commitment are cumulative and not exclusive of any other rights or remedies that may be available herein. The City is not required to exhaust remedies with the IATC before proceeding against Holder in event of breach.

Breach and Remedies. 16.1. Notwithstanding any provision of this Agreement to the contrary, Developers shall not be deemed to be in default under this Agreement with respect to any obligation owed solely to City, and City may not terminate or modify Developers’ rights under this Agreement, unless City shall have first delivered a written notice of any alleged default to Owner and the defaulting Developer that specifies the nature of such default. If such default is not cured by the defaulting Developer within sixty (60) days after receipt of such notice of default, or with respect to defaults that cannot be cured within such period, the defaulting Developer fails to commence to cure the default within thirty (30) days after receipt of the notice of default, or thereafter fails to diligently pursue the cure of such default, City may terminate the defaulting Developer’s rights under this Agreement. Owner reserves the right but is not obligated to cure any default of a defaulting Developer so as to allow the Developer to remain in the Project with the rights and obligations of this Agreement. 16.1.1. Notwithstanding subsection 15.1, if a Tenant’s default results in City terminating the Tenant’s rights under this Agreement as to a portion of the Project occupied by the Tenant, Owner may reactivate such rights for the remaining Term either by occupying and operating the former Tenant’s portion of the Project or by leasing it to another Tenant that qualifies under this Agreement. Recognizing the substantial benefit the City obtains through continued operation of the Project under this Agreement, Owner shall not be required to cure the former Tenant’s default to exercise this right. 16.1.2. Notwithstanding subsection 15.1, if a Buyer’s default results in City terminating the Buyer’s rights under this Agreement as to a portion of the Project owned by the Buyer, Owner may reactivate such rights for the remaining Term by obtaining title to the former Buyer’s portion of the Project and thereafter either operating such portion, leasing it to a Tenant, or selling it to another Buyer. Owner shall not be required to cure the former Buyer’s default to exercise this right. Recognizing the substantial benefit the City obtains through continued operation of the Project under this Agreement, 16.2. Default by any Assignee or Owner’s successor in interest shall affect only that portion of the Property owned by such Assignee or successor, and shall not cancel or diminish in any way Owner’s rights wi...

Breach and Remedies. 7.1 In the event of a breach of Grantee’s obligations under this Agreement, Grantor shall give notice to Grantee describing the breach. If Grantee does not cure the breach described in the Grantor's notice within 90 days after the date of Grantor’s notice (or, if the breach cannot reasonably be cured within 90 days, Grantee does not commence the cure within the 90- day period and diligently pursue it to completion), then Grantee shall be in default of this Agreement. 7.2 In the event of a default by Grantee before the Project is complete then, in addition to any and all other remedies available at law or in equity, Grantor may seek specific performance of this Agreement. Grantee agrees that specific performance is an appropriate remedy because the benefits to Grantor from Grantee’s completion of the Project in accordance with this Agreement, as described in Section 2 (Purposes of Grant), are unique and damages would not adequately compensate Grantor for the loss of such benefits. 7.3 In the event of a default by Grantee, in addition to any and all other remedies available at law or in equity, Grantor may withhold Grant Funds from Grantee or may require reimbursement of Grant Funds that were disbursed in error due to a breach of the Grant terms, including incorrect billing of indirect costs as identified in Section 5.2. 7.4 In the event of a default by ▇▇▇▇▇▇▇, in addition to any and all other remedies available under this Agreement, at law or in equity, Grantor may require Grantee to reimburse the Grant Funds to Grantor in an amount determined by application of the following Reimbursement Formula: Formula: Dollar amount of Grant Funds disbursed to Grantee divided by Project Life, times the number of years remaining in the Project Life. Example: Grantor disburses $50,000.00 to Grantee for the restoration and enhancement of wetland and riparian habitat, and the Project Life is 25 years. With 10.5 years remaining on the Project Life, the Grantee is in default under the Agreement. The reimbursement amount would be $21,000, calculated as follows: ($50,000.00 ÷ 25 years) x 10.5 years = $21,000 Reimbursement shall be due from Grantee immediately upon written demand by ▇▇▇▇▇▇▇. Interest shall accrue at the highest rate allowed by law from the time that the reimbursement becomes due until it is actually received by Grantor. 7.5 Any costs incurred by Grantor, where Grantor is the prevailing party in enforcing the terms of this Agreement, including but not limited to...

Breach and Remedies. Nothing in this Precedent Agreement shall be construed to preclude the Parties from pursuing any remedy at law or equity for the other Party’s failure to execute the FTS Agreement or any breach of this Precedent Agreement; provided however that neither Party shall be liable for consequential, incidental, punitive, exemplary, or indirect damages, by statute, in tort or contract or otherwise; provided further that the foregoing shall not preclude Transporter from pursuing any remedy to recover reservation charges under the FTS Agreement. It is the intent of the Parties that the limitations herein imposed on remedies and the measure of damages be without regard to cause or causes related thereto, including the negligence of any Party, whether such negligence be sole, joint, or concurrent, or active or passive.