Certain Breaches Clause Samples

Certain Breaches. Recipient may terminate this Agreement if Provider (x) unreasonably fails to take any action or actions required to comply with any provision of this Agreement or (y) fails to take any action or actions consistent with the reasonable guidance and direction provided by Recipient or its Affiliates that directly or indirectly relates to manufacturing operations, products or supply, including with respect to the matters referred to in Section 2.4.3 above, which failure or failures, individually or in the aggregate, (I) materially and adversely affect, or is or are reasonably likely to materially and adversely affect, (a) Provider’s manufacturing operations or the products produced by Provider, in each case, taken as a whole, or (b) the supply of products by Provider to Recipient, taken as a whole, or (II) results or is reasonably likely to result in Recipient not receiving material benefits to which it is entitled under any material provision hereunder, which failure or failures continue for 90 days following written notice of such failure or failures from Recipient. For avoidance of doubt, for purposes of this Section 7.2.2, (i) the unreasonableness of any failure to take any action or actions required to comply with any provision of this Agreement and the reasonableness of any guidance and direction provided by Recipient or its Affiliate will be subject to and determined in accordance with the applicable provisions of the Sponsor Agreement (including Article 17), including whether such action or inaction is a violation of applicable law or legal regulation, (ii) this Section 7.2.2 shall not apply to any failure to take any action that occurs during a period when either (X) there is no Business Trustee designated by Sponsor unless Sponsor has petitioned the Court for the appointment of a reasonably qualified Business Trustee without success, or (Y) there is a Business Trustee designated by Sponsor unless the Sponsor has petitioned the Court to replace such Business Trustee with a reasonably qualified candidate without success, and (iii) an omission to act shall be deemed to be an action. In the event Recipient has given Provider notice of failure or failures pursuant to the preceding paragraph, Recipient and Provider shall engage in discussions, which may include consultation with the Trustees, in a good faith effort to resolve the circumstances giving rise to such claimed failure or failures during the 90 day period following delivery of such notice.

Certain Breaches. If (a) this Agreement is terminated by either party pursuant to Section 7.01 (other than (w) the termination of this Agreement by either Parent or the Company pursuant to Section 7.01(a) or (b)(iii), (x) the termination of this Agreement by Parent pursuant to Section 7.01(c) or (y) the termination of this Agreement by the Company pursuant to Section 7.01(f)) at a time when any of the conditions set forth in Section 6.01(c) (to the extent relating to the Holding Company Act), 6.01(d) or 6.02

Certain Breaches. The breach by the Issuer of any of the terms or provisions of Section 6.01(c)(i) (in respect of proceeds from the purchases of Bonds hereunder), (g) (in a material respect), (i), (j)(i) (with respect to the Remarketing Agent only) and (l) hereof; or

Certain Breaches. If the Partnership shall have materially breached or materially failed to perform any of its covenants or agreements set forth in Section 5.4 or Section 5.5.

Certain Breaches. If Licensor (i) grants any license or sublicense to the Supplier Link Technology that is not permitted under the “Permitted Licensing and Sublicensing by Licensor” section (an “Out of Scope License or Sublicense”), or (ii) breaches its obligation to obtain Licensee’s consent to any adverse admissions or reductions of the scope of the patent claims under the Supplier Link Patents under the “Patent Prosecution and Maintenance” section, then Section 4.4 of the Agreement shall not apply to Licensor’s damages in connection with such license or sublicense.

Certain Breaches. The breach of any of the terms or provisions of SECTIONS 5.2, 5.6, 5.7 and 5.9 through 5.34, or the breach by any Substantial Subsidiary of its Non-Borrowing and Non-Pledge Agreement.

Certain Breaches. Your rights under this license will terminate automatically if You fail to cure any breach within thirty (30) days of receipt of written notice. But if the breach is of Article 2 Grant of License or Article 3 Limitations on Use or an obligation that cannot be remedied, termination will be effective immediately upon notice from Laetus. Laetus may immediately suspend your use of the Software by instructing to cease all use, if You fail to make payments when due. If You lose Your hardware or software security key(s) that are provided with the Software, this Agreement will likewise terminate immediately. Upon the termination of this license, You will cease all use of the Software and return or destroy all copies, full or partial, of the Software, as will be instructed to You, on a case-by-case basis, by Laetus. Laetus may, in its sole discretion, provide replacement Software if the original Software is lost, stolen, or corrupted. You agree to only use the replacement Software or, if found or rendered usable, the original Software. You will not otherwise dispose of the replacement or original Software.

Certain Breaches. If [*] alleges in writing to the Company, after consultation with its outside counsel, that it is probable that [*] has breached any contract between [*], on the one hand, and the Company or any of its controlled Affiliates, on the other hand, the Board shall at the request of [*] form a committee of the Board (the "Litigation Committee") consisting of [*]. The Committee shall have the sole and exclusive authority to (i) determine whether to assert on behalf of the Company that [*] has breached any such contract and (ii) if any such assertion is made, to control the resolution of any such dispute, but only if such dispute is resolved through the dispute resolution process set forth in Section 26.1 hereof as if applicable to disputes referred to in this Section 20. [*] agrees, upon behalf of itself and [*] and the Company agrees on behalf of itself and its controlled Affiliates to submit any such dispute to the dispute resolution process set forth in Section 26.1 hereof. Notwithstanding the foregoing, this Section 20 shall not apply to any claims for breach of contract that are released and discharged pursuant to Section 1 of the Release. Prior to March 31, 2004, no action by the Litigation Committee pursuant to this Section 20 shall constitute an election to terminate the Distribution Agreement for any purpose.

Certain Breaches. Upon any failure of Borrowers to comply with the financial covenants specified at Section 6.04 (Financial Covenants) of this Agreement, regardless of whether the failure shall constitute a Default or an Event of Default and without any requirement of prior notice or demand by Lender or opportunity for cure, then the Interest Rate under the Note shall be increased to the variable rate of interest equal to the Default Rate, determined on a monthly basis, effective on the first day of the month following the breach of the financial covenants and continuing until such time that Borrowers remedy such violation of the financial covenants specified in Section 6.04 (Financial Covenants) or all Obligations are fully paid, whichever is first, and Lender shall have no obligation to extend any Advances to Borrowers following such failure until such time that Borrowers remedy such violation of the financial covenants specified in Section 6.04 (Financial Covenants) or all Obligations are fully paid, whichever is first; provided, however, that if Borrowers timely cure any breach of the financial covenants specified at Section 6.04 (Financial Covenants), then beginning on the first day of the month following the month in which such cure is effected, if there is then no Default continuing past any applicable cure period and no Event of Default existing, the Interest Rate, not the Default Rate, shall be used to determine the amount of interest to be charged by Lender on the then outstanding Obligations due and payable by Borrowers and Lender’s obligation to make Advances shall resume, subject to the terms and conditions of this Agreement and the other Credit Documents.