Inadvertent Breach definition

Inadvertent Breach shall have the meaning provided in Section 5.12(d).
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Inadvertent Breach means a violation or breach of Section 6.16 by the Company or any of its Subsidiaries which is not willful and intentional and with respect to which the applicable disclosure (A) is not made in a public filing, filing with a regulator or press release by the Company or any of its Subsidiaries and (B) is not otherwise publicly available, unless it was not reasonably foreseeable, at the time the applicable disclosure was made, that the applicable information disclosed would become publicly available.
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Examples of Inadvertent Breach in a sentence

  • We will not be liable to pay any claim if You have not complied with and operated any one or more of The Controls which is material to any part of that claim unless You can conclusively demonstrate that this non-compliance was an Inadvertent Breach of The Controls.

  • The European Parliament, in its resolution of 21 april 2004 on improving safety at sea (4), ║ urged the Commission to present a proposal for a directive on investigating shipping accidents.

  • The proposed approach requires only two rounds of commu- nication, i.e., sender-to-receiver and receiver-to-sender as part of authenticated key exchange.

  • It is also unclear whether the DoT committee (which determines events of Inadvertent Breach) would determine events of Intentional Breach.

  • The Company will not be liable to pay any claim if the Insured have not complied with any one or more of the above Conditions, which is material to any part of that claim, unless the Insured can conclusively demonstrate that this non-compliance was an Inadvertent Breach of the said Condition.

  • Geographical Limit UK Any One Loss Employee CategoryExcess (GBP)Limit (GBP)All Council Members & Employees of the Policyholder15,000750,000 Endorsements Inadvertent non-compliance with the Obligations stated in The ScheduleThe Insurers will not be liable to pay any claim if You have not complied with and operated any one or more of the Obligations which is material to any part of that claim unless You can conclusively demonstrate that thisnon-compliance was an Inadvertent Breach of the Obligations.

Related to Inadvertent Breach

  • Persistent Breach means a Default which has occurred on three or more separate occasions with a continuous period of six (6) months.

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Non-Breaching Party has the meaning set forth in Section 11.2.1.

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Customer Default shall have the meaning set forth in Section 11.1.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Breaching Party has the meaning set forth in Section 12.2.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Excused Downtime means the number of minutes in the Charging Period, rounded to the nearest minute that the link state of Customer’s Port is ‘down’ due to:

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Excused Outage means any disruption to or unavailability of Services caused by or due to (i) Scheduled Maintenance,

  • Major Breach means a breach of:

  • Material Damage and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $500,000.00 to repair or which, in Seller’s reasonable estimation, will take longer than ninety (90) days to repair.

  • Latent Defect means a defect, inherently lying within the material or arising out of design deficiency, which do not manifest themselves and/or was not reasonably discoverable during Defect Liability period.

  • Notice of Breach means a written notice delivered to the other party within the time period required under the definition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that the party contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges to exist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable, claims provide the basis for such breach or other condition.

  • Substantial Breach means the following: