Material Breach Defined Clause Samples

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Material Breach Defined. A material breach is the failure by one Party (“breaching Party”) to perform or carry out a function or duty required by the terms of this Agreement, where the failure to perform that function or duty seriously impairs the ability to perform of the other Party (“non-breaching Party”). If the non-breaching Party determines that a material breach has occurred, it must notify the breaching Party in writing of the breach as soon as it is practicable to so notify, and must allow the breaching Party Thirty (30) days to cure or correct the breach. If the breach is not cured or corrected in that Thirty (30) day period, the non-breaching Party may provide Thirty (30) days’ notice of termination. 4.6.1 If either Party disputes a claimed material breach or that a material breach has been cured or corrected, it may immediately request dispute resolution, pursuant to the terms of this Agreement. 4.6.2 BlueCross’ termination of this Agreement in accordance with Subsection 4.2.1, 4.2.2, and 4.2.3, shall not be subject to the notice provisions of this subsection, nor entitle the Employer to submit the dispute for resolution pursuant to Article VI, below.
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Material Breach Defined. For purposes of this Agreement, breach of Sections 3, 5, 7, and 16 shall constitute Material Breach. All other breaches shall be non-material, unless the breach has a significant adverse effect, or is likely to significantly and adversely effect, the ability of another Party to exercise rights, receive benefits or perform obligations under this Agreement.
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Material Breach Defined. A “Material Breach” means a Party’s failure to substantially perform its obligations or materially comply with those terms required of it under this Contract.
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Material Breach Defined. For purposes of this Section 6.3, a Material Breach by divine will consist of any of the following, whether described in this Agreement or the Business Plan: - Failure to provide its share of the Marketing Fund (Section 3.10); - Failure to use funds or develop and deliver divine Offerings (Section 5.3) - Failure to establish and operate Centers of Excellence (Section 5.4); - Material failure to achieve Customer wins and evidence (Section 5.5); or - Failure to achieve Microsoft technology competency (Section 5.14). - Failure to materially perform the obligations specified in Section 5.19. For purposes of Section this Section 6.3, a Material Breach by Microsoft will consist of any of the following, whether described in this Agreement or the Business Plan: - Failure to provide its share of the Marketing Fund (Section 3.10); or - Failure to provide agreed services or subscriptions (Sections 5.15 and 5.16).
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Material Breach Defined. For purposes of this Agreement, a material breach by the Company of its obligations under this Agreement shall include, without limitation, the Company’s the failure to pay or provide Employee’s Base Salary, Annual Bonus insofar as earned, incentive compensation, equity grants, benefits or any other form of compensation or benefits referenced in Sections 3 and 4 of this Agreement, which are not corrected or cured by the Company within thirty (30) days after receiving written notice from Employee of such breach; provided, however, that across-the-board salary reductions in compensation or benefits affecting similarly situated senior executive-level employees shall not constitute a material breach of this Agreement or Good Reason.
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Material Breach Defined. Material breaches shall include, but not be limited to: i. The Licensee’s use of the Licensed Certification ▇▇▇▇ on products or materials inconsistent with the license granted under this Certification ▇▇▇▇ License Agreement, or otherwise contrary to the provisions of such license; ii. Licensee’s challenge to OCP’s ownership of any of the Certification Marks or the validity of any of the Certification Marks.
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Material Breach Defined. A “material breach” of this Agreement means any of the following: 1. Failing to perform a specific duty required by this Agreement. The legislature’s failure to appropriate sufficient funds to allow the State to fully comply with the terms of this Agreement shall not excuse a material breach. 2. Changing the standards for determining eligibility for developmental disability services, unless required by federal law. 3. Changing the eligibility criteria for crisis/diversion services, unless required by federal law. 4. Eliminating services currently available to adults or children with developmental disabilities, or reducing the funding for those services, including without limitation crisis/diversion services, in order to fund the services to adults provided for in this Agreement. 5. Failing to request from the Oregon legislature sufficient funding to provide the comprehensive and support services required by this Agreement; and 6. Failing to utilize best efforts to enact any statutory revisions required to fully implement this Agreement.
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Related to Material Breach Defined

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”): A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application; B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period; C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act; D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application; E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant; F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement; H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement; I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement; J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller; K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6; M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement; N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement; O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that CCH has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions: A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application; B. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement; C. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application; D. Applicant failed to pay the average weekly wage of all jobs in the county in which District’s administrative office is located for all Non-Qualifying Jobs created by Applicant; E. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; F. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement; G. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement; H. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement; I. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form; J. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; K. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor’s Office to have access to Applicant’s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant’s Qualified Property; L. Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with the Agreement; M. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or N. Applicant fails either to: i. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or ii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059.