Material Breach Event Sample Clauses

Material Breach Event. 16.1 The Recipients agree that the provisions of this Clause 16 shall apply when a Material Breach Event occurs. It is a “Material Breach Event” in relation to a Recipient if it commits a material breach of this Agreement which, if capable of remedy, has not been remedied to the reasonable satisfaction of the Investor Shareholders within 20 Business Days of them requiring such remedy. 16.2 If a Material Breach Event occurs in relation to a Recipient (the “Defaulting Shareholder”) that Recipient shall give notice of such event (a “Notice of Material Breach Event”) to the Investor Shareholders as soon as possible. If the Defaulting Shareholder fails to serve a Notice of Material Breach Event on the Investor Shareholders, it shall be deemed to have done so on the date on which the Investor Shareholders served notice on the Recipient in respect of the Material Breach Event. 16.3 After service, or deemed service, of a Notice of Material Breach Event, the Investor Shareholders shall be entitled to purchase the Shares held by the Defaulting Shareholder (the “Sale Shares”) at Market Value, whereby, each Investor Shareholders shall have a right to purchase such number of Shares of the Defaulting Shareholder as corresponds to the proportion which the number of Shares held by the Defaulting Shareholder bears to the total number of Shares held by all of the Investor Shareholders as at the close of business on the immediately preceding Business Day (the “Relevant Sale Shares”). 16.4 After service, or deemed service, of a Notice of Material Breach Event, the Investor Shareholders shall as soon as possible instruct the Board to determine the market value of the Sale Shares (as of the date of service, or deemed service, of a Notice of Material Breach Event) in good faith, taking into account relevant market valuations, events and transactions at the relevant time that, in the Board’s reasonable opinion, has an impact on the value of the Company (the “Market Value”). Following the Board’s determination of the Market Value the Board shall deliver its determination of the Market Value to the Investor Shareholders and the Defaulting Shareholder. If the Defaulting Shareholders or any of the Investor Shareholders gives notice, within 10 Business Days following receipt of the Board’s determination of the Market Value, to the Investor Shareholders that it disagrees with the Board’s determination of the Market Value, the Investor Shareholders shall instruct the Board to appoint a ...
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Material Breach Event. In the event a Material Breach Event (as defined below) occurs, at any time thereafter upon delivery of written notice by the Company, (i) the Executive shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Executive (or his transferee) from the Company or any other Person or Group (as defined in the Plan) in connection with the transfer by the Executive or any transferees of any Executive Shares prior to the date of such Material Breach Event over (y) the original purchase price paid by the Executive for such Executive Shares, and (ii) the Company shall have the right, at any time thereafter, to repurchase the Executive Shares at a price per share equal to the lesser of (x) the original purchase price paid by the Executive for such Executive Shares (adjusted to reflect any events described in Section 11 of the Plan, including any dividends or distributions received by Executive in respect of such Executive Shares) and (y) the Fair Market Value on the date that the Company exercises its repurchase right pursuant to this clause (ii). The Company may assign its repurchase right pursuant to clause (ii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Agreement, the term “Material Breach Event” shall mean the Executive’s material breach of the Non-Interference Agreement (as defined in the Employment Agreement).
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Related to Material Breach Event

  • 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).

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • 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.

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

  • Termination upon Material Breach Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the default in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated Research Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 12.7; provided further that in the event that as a result of such resolution, the Disputing Party is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the Disputing Party.