Breaches or Defaults Sample Clauses

Breaches or Defaults. If LICENSEE at any time defaults (i) in the payment of any license fee, royalty or other payment, or (ii) in providing any report due under this Agreement, or (a) makes any knowingly false report, or (b) commits a material breach of any covenant or undertaking set forth herein, LICENSOR will have the right, in addition to all other remedies available, to terminate the license under this Agreement by giving LICENSEE sixty (60) days prior written notice of such termination, provided, however, that if LICENSEE will have rectified such default or breach within such sixty-day period, this Agreement will remain in effect and the rights and licenses herein granted will be in force as if no default or breach had occurred on the part of LICENSEE. Notwithstanding the foregoing, no cure period shall be afforded for breaches after two prior breaches of the same or similar nature have occurred.
Sample 1
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Breaches or Defaults. The execution and delivery of this Agreement by Envirokare and Merger Sub and the performance their respective obligations hereunder, and the consummation of the Transactions, do not (a) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of Envirokare or Merger Sub; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except the filing of the Certificate of Merger pursuant to the NYBCL (c) except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, conflict with or contravene any provisions or result in a breach or violation of, or constitute a default under, or result in (or create in any party the right to cause) the acceleration of any performance or any increase in any payment required by or the termination, suspension, modification or impairment of, or result in the loss, revocation, impairment, suspension or forfeiture of any rights of Envirokare or its Merger Sub under, (i) any Judgment or Law to which Envirokare or its Subsidiaries are subject or bound, or (ii) any mortgage, bond, indenture, agreement, contract, license or other instrument or obligations to which Envirokare or its Merger Sub is subject or bound; (d) result in the creation of any Lien on any of the assets of Envirokare or Merger Sub; or (e) result in the creation of any Lien on the shares of Envirokare Common Stock that constitute the Merger Consideration.
Sample 1
Breaches or Defaults. Any breaches or defaults resulting from (i) the failure to receive consent from the parties listed on Schedule 3.2(d), (ii) the terms and provisions of any of the limited liability company operating agreements or limited partnership agreements of the Student Housing Entities or (iii) the existing loans listed in the Registration Statement.
Sample 1
Breaches or Defaults. Any liability or obligation arising out of any occurrence or circumstance (whether known or unknown) which occurs or exists prior to the Closing Date and which constitutes, or which by lapse of time or delivery of notice (or both) would constitute, a breach or default under any lease, contract or other instrument or agreement of the Company (whether written or oral).
Sample 1
Breaches or Defaults. Any breaches or defaults resulting from noncompliance with the consent provisions listed on Schedule 3.2(d) with respect to the terms and provisions of any of the limited liability company operating agreements or the loans referenced in Schedule 3.1(k) which is hereby incorporated herein by reference or as a result of disclosures set forth in Exhibit B which is also hereby incorporated herein by reference. Breaches or defaults with respect to Actions being defended by the Student Housing Entities on behalf of the Student Housing Entities or the Xxxxxx Entities.
Sample 1

Related to Breaches or Defaults

  • No Breaches or Defaults The execution, delivery, and performance of this Agreement by Purchaser does not: (i) conflict with, violate, or constitute a breach of or a default under or (ii) require any authorization, consent, approval, exemption, or other action by or filing with any third party or Governmental Authority under any provision of: (a) any applicable Legal Requirement, or (b) any credit or loan agreement, promissory note, or any other agreement or instrument to which Purchaser is a party.

  • Absence of Breaches or Defaults Lessee is not in default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound.

  • Breach or Default Upon any breach or default by LICENSEE of any term or condition herein contained, ASCAP may terminate this license by giving LICENSEE thirty days notice to cure such breach or default, and in the event that such breach or default has not been cured within said thirty days, this license shall terminate on the expiration of such thirty-day period without further notice from ASCAP. In the event of such termination, ASCAP shall refund to LICENSEE any unearned license fees paid in advance.

  • No Breach or Default In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation) when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, pandemic, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.

  • No Conflict, Breach, Violation or Default The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the XXXXX system), or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject.

  • No Violations or Defaults Neither the Company nor any of its subsidiaries is in violation of its respective charter, by-laws or other organizational documents, or in breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which any of the material property or assets of the Company or any of its subsidiaries is subject.

  • No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • Absence of Violation or Default The Investment Adviser is not in violation of its organizational documents or in default under any agreement, indenture or instrument, where such violation or default would reasonably be expected to have a material adverse effect on the ability of the Investment Adviser to perform its obligations under the Investment Management Agreement.

  • Specific Defaults The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03 or 6.09(c) or in Article VII; or

  • Default; Breach A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

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