Material Breach and Termination Sample Clauses

Material Breach and Termination. Not withstanding any other provision in the parties contractual Agreement hereunder, and this Addendum, if the County health care component becomes aware of a pattern of activity(s) that violates this Addendum, the Privacy Rule or the Security Rule by the Business Associate, its employees, agents or subcontractors, and reasonable steps to cure the violation(s) within thirty (30) days from the mailing of the written notice by the County to cure the violation(s) is unsuccessful, then the County will terminate the parties Agreement and this Addendum, or if not feasible; report the violation(s) to the Secretary of the Health and Human Services. COUNTY at any time may exercise all rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of PHI/EPHI by the Business Associate, by any Business Associate employees, agents or subcontractors, or by any third party who has received PHI/EPHI from the Business Associate.
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Material Breach and Termination. Notwithstanding any other provision in the parties contractual Agreement hereunder, and this Addendum, if the County health care component becomes aware of a pattern of activity(ies) that violates this Addendum or the Privacy Rule by the Business Associate, its employees, agents or subcontractors, and reasonable steps to cure the violation(s) within thirty (30) days from the mailing of the written notice by the County to cure the violation(s) is unsuccessful, then the County will terminate the parties Agreement and this Addendum, or if not feasible; report the violation(s) to the Secretary of the Health and Human Services. Notwithstanding any rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of PHI by the Business Associate, any of its employees, agents or subcontractors, or any third party who has received PHI from the Business Associate.
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Material Breach and Termination. In the event of 3 (three) or more Errors higher than the Severity 3 Errors level during any calendar month, Credit Suisse may terminate the Agreement for material breach pursuant to the provisions in section 13.3 (Termination for Cause) of the GTC, it being understood that such breach cannot be remedied in accordance with the latter section.
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Material Breach and Termination. (a) (i) If NECO fails in any material respect to comply with, observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to Seller's wrongful act or wrongful failure to act); and
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Material Breach and Termination i. (1) If MECO fails in any material respect to comply with, observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to Seller's wrongful act or wrongful failure to act); and
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Material Breach and Termination. (a) (i) If NEP fails in any material respect to comply with, observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to Buyer's wrongful act or wrongful failure to act); and
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Material Breach and Termination. If such delay in turnaround times, as identified in Section 6, or missed Acceptable Service Level Threshold, as identified in Section 7, occurs in excess of three (3) occasions within a rolling one-year time frame (this includes any three (3) combinations of unmet service levels in Section 6 or Section 7), it shall constitute a material breach of the Agreement, and Buyer may terminate the Agreement for cause as of the date specified in the notice of termination. If at any time the Solution/Service is unavailable, whether fully unavailable or performance is so degraded that the functionality is deemed by a reasonable end user of the Solution/Service to be unusable, for more than two (2) consecutive hours during the Solution/Service Availability Timeframe (as defined in Section 7), such unavailability shall constitute a material breach of the Agreement, and Buyer may terminate the Agreement for cause as of the date specified in the notice of termination. Upon termination by Buyer under this Section, Provider shall: Refund to Buyer a pro-rated amount of any paid fees, including service or licensing fees, within thirty (30) calendar days receipt of a certification by Buyer that all copies of the Solution and any corresponding documentation have been permanently deleted from Buyer’s systems. [If off-premise Solution] - Fully cooperate with Buyer to provide the Buyer’s data, documentation, or other requested information related to the Solution/Services within sixty (60) days of the effective termination date. Such cooperation and return (or destruction of data) shall be at no additional cost to Buyer.
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Material Breach and Termination 
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Related to Material Breach and Termination

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

  • Suspension and Termination Schedule 6 shall have effect.

  • Term and Termination In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

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