Material Breach of This Agreement Sample Clauses

Material Breach of This Agreement. If either Party is in material breach of this Loan Agreement, the other Party may terminate this Loan Agreement with immediate effect. It shall be considered as a material breach:
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Material Breach of This Agreement. If either Party commits a material breach of this Agreement, and does not cure such breach within ninety (90) days of receipt of written notice thereof from the non-breaching Party, then the non-breaching Party may terminate this Agreement; provided, however, that if such breach is not reasonably subject to cure within such ninety (90) days, subject to commercially reasonable efforts being undertaken by the breaching Party throughout such ninety (90)-day period and thereafter to cure such breach as promptly as possible, such cure period will be extended for an additional thirty (30) days; and provided, further that if either Party disputes in good faith whether a material breach of this Agreement has occurred, reasonably subject to cure, or been cured, then such ninety (90)-day period will be tolled during the pendency of such dispute. Such dispute will first be escalated to executive officers of the Parties, and if such officers are unable to resolve the dispute within ten (10) business days, such dispute will be escalated to the executive officers of Xxxxx and GNC Holdings, Inc. If the executive officers of Xxxxx and GNC Holdings, Inc. are unable to resolve the dispute within ten (10) business days, then either Party may refer the dispute to arbitration in accordance with Section 7.02. Notwithstanding the foregoing, Licensors will not have a right to terminate this Agreement under this Section 4.02 in the event any material breach of a Licensee or the failure of a Licensee to cure any material breach is caused (a) by GNC or any GNC Director acting against the direction of Xxxxx or any Xxxxx Director or by GNC or any GNC Director acting independently of Xxxxx or any Xxxxx Director, or (b) by an action or inaction of a Licensee that (i) was jointly approved by GNC or any GNC Director, on the one hand, and Xxxxx or any Xxxxx Director, on the other hand, or (ii) GNC or any GNC Director had prior knowledge of, and failed to raise an objection to, prior to the decision for such action or inaction being made.
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Material Breach of This Agreement. (b) a material breach by a Non-Lead Partner of any of its obligations under this Agreement, which, if remediable, has not been remedied within 30 Working Days after issue of a written notice specifying the breach and requesting it to be remedied.
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Material Breach of This Agreement. (1). In the event that a party believes that another party has materially breached this Agreement, the non-breaching party shall give written notice of the alleged breach to the breaching party. The breaching party shall have thirty days to cure the alleged breach from the date it receives written notice of the alleged breach. If the breach is not cured, termination is immediate. However, if breach occurs during the academic term and is not cured during the term, students enrolled in classes under this Agreement will be allowed to finish their coursework without penalty.
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Material Breach of This Agreement. For other breaches not provided for above, either party may terminate this Agreement in the event that the other party to this Agreement has materially breached this Agreement; provided, however, that the termination shall not be effective unless: (i) the terminating party provides the written notice ("Termination Notice") via overnight courier to the other party setting forth the facts and circumstances constituting the breach, and (ii) the party alleged to be in default does not cure such default (as reasonably determined solely by the party not in default) within thirty (30) days following receipt of the Termination Notice. In the event that the nature of the default specified in the Termination Notice cannot be reasonably cured within thirty (30) days following receipt of the Termination Notice, a party shall not be deemed to be in default if the party presents a schedule agreeable to the other party (in such other party's reasonable discretion), within the thirty (30) days period, to cure the default, commences curing the default and thereafter diligently executes the same to completion within one (1) month from commencing to cure such default. If the breach specified in the Termination Notice is timely cured or cure is commenced and diligently pursued, the Termination Notice shall be deemed rescinded and this Agreement shall continue in full force and effect.
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Material Breach of This Agreement. The following shall be considered Material Breach for purposes of termination of this Agreement:
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Material Breach of This Agreement 
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Related to Material Breach of This Agreement

  • Breach of this Agreement If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 7, 8 or 9 of this Agreement, then the Company shall have the right and remedy to have those provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the rights and privileges of the Company granted in Sections 7, 8 and 9 are of a special, unique and extraordinary character and any such breach or threatened breach will cause great and irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

  • Exclusion for Material Breach of this CIA 1. Definition of Material Breach. A material breach of this CIA means:

  • 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.

  • Termination of this Agreement Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (b) any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Execution of this Agreement If the Recipient does not sign and return this Agreement, the Company is not obligated to provide the Recipient with any benefit hereunder and may refuse to issue shares of CDI Stock to the Recipient in connection with this Grant. If the Recipient receives any shares of CDI Stock in connection with this Grant but has not signed and returned this Agreement, he or she will be deemed to have accepted and agreed to the terms set forth herein. CDI CORP. RECIPIENT By: Signature: Print Name: Date:

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

  • Terminating this Agreement You can terminate this Agreement at any time by notifying us in writing and by discontinuing the use of your Logon ID. We can also terminate this Agreement and revoke access to Online Banking at any time. Whether you terminate the Agreement or we terminate the Agreement, the termination will not affect your obligations under this Agreement, even if we allow any transaction to be completed with your Logon ID after this Agreement has been terminated.

  • SCOPE OF THIS AGREEMENT 2.1. This Agreement, including Parts A through L, Tables One and Two and exhibits, specifies the rights and obligations of each Party with respect to the establishment, purchase, and sale of Local Interconnection, Collocation, resale of Telecommunications Services and Unbundled Network Elements. Certain terms used in this Agreement shall have the meanings defined in PART A – DEFINITIONS, or as otherwise elsewhere defined throughout this Agreement. Other terms used but not defined in this Agreement will have the meanings ascribed to them in the Act and in the FCC’s and the Commission’s rules, regulations and orders. PART B sets forth the general terms and conditions governing this Agreement. The remaining Parts set forth, among other things, descriptions of the services, pricing, technical and business requirements, and physical and network security requirements.

  • Performance of this Agreement The execution and performance of this Agreement and the issuance of stock contemplated hereby have been authorized by the board of directors of the Purchaser.