No Material Breaches Sample Clauses

No Material Breaches. Neither the Company nor any subsidiary is in breach of any contract or agreement which breach has had, or could reasonably be expected to have, a Material Adverse Effect.
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No Material Breaches. There shall not have been any material breach of the representations, warranties, covenants and agreements of the Sellers and the Company contained in this Agreement, the Schedules or the Management Agreement, and all such representations and warranties shall be true at all times on or before the Closing, except to the extent that they are expressly stated to be true as of some other time.
Sample 1
No Material Breaches. There shall not have been any material breach of the representations, warranties, covenants and agreements of ADC or the ADC Shareholder contained in this Agreement, and all of their representations and warranties shall be true as of the Closing Date, except to the extent that they are expressly stated to be true as of some other time.
Sample 1
No Material Breaches. There shall not have been any material breach of the representations, warranties, covenants and agreements of the Medix and Cymedix contained in this Agreement, and all of its representations and warranties shall be true as of the Closing Date, except to the extent that they are expressly stated to be true as of some other time.
Sample 1
No Material Breaches. Except as set out in the PolyMet Disclosure Letter, the execution of this Agreement and the consummation of the transactions contemplated under this Agreement will not materially accelerate the performance required by, result in any material breach or violation of, or constitute a material default under or result in the creation of any material Encumbrance under or pursuant to the provisions of:
Sample 1
No Material Breaches. Except as set out in the Teck Disclosure Letter, the execution of this Agreement and the consummation of the transactions contemplated under this Agreement will not materially accelerate the performance required by, result in any material breach or violation of, or constitute a material default under or result in the creation of any material Encumbrance under or pursuant to the provisions of:
Sample 1

Related to No Material Breaches

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

  • No Material Default Neither the Seller nor any of its Affiliates is in material default under any agreement, contract, instrument or indenture of any nature whatsoever to which the Seller or any of its Affiliates is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this Agreement, nor, to the best of the Seller's knowledge, has any event occurred which, with notice, lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement;

  • No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder.

  • Termination for Material Breach A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Breach A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

  • 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:

  • No Breaches or Defaults The execution, delivery, and performance of this Agreement by Purchaser does not: (i) conflict with, violate, or constitute a breach of or a default under or (ii) require any authorization, consent, approval, exemption, or other action by or filing with any third party or Governmental Authority under any provision of: (a) any applicable Legal Requirement, or (b) any credit or loan agreement, promissory note, or any other agreement or instrument to which Purchaser is a party.

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