Material Breach of the Agreement definition

Material Breach of the Agreement means a failure of performance under this Agreement which is significant enough to give the aggrieved Party the right to initiate a legal proceeding, and which seriously impairs the Agreement as a whole and which defeats the purpose of the Agreement.
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Material Breach of the Agreement any material breach or material non-compliance of the covenants and obligations that the Company or the Seller is required to perform or comply with (and to cause the Acquired Companies to perform and comply with) under this agreement on or before Completion (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants and obligations);
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Examples of Material Breach of the Agreement in a sentence

  • Failure to make such payments shall be treated as a Material Breach of the Agreement and be subject to the provisions of Article IX, below.

  • Subject to the limitations set forth in this Agreement, failure to make such payments shall be treated as a Material Breach of the Agreement and be subject to the provisions of Article IX, below.

  • If there is a failure to resolve a Dispute relating to a Material Breach through mediation as set forth above, any Party may initiate appropriate proceedings for a Material Breach of the Agreement and to seek any remedy allowed at law or in equity.

  • In case of Material Breach of the Agreement by the Supplier, after having been put on notice in accordance with Section 17.4.1 allowing the Supplier to remedy such Material Breach, TiGenix shall have the option to put an immediate end to such exclusivity in the Exclusive Territory, by serving a written notice to the Supplier to that effect and without indemnities to the Supplier.

  • The Vendor shall be liable for any and all expenses associated with the Coalition’s efforts to cure the Material Breach of the Agreement as stated herein.

  • Such notice shall set forth the failure(s) that have been identified which may give rise to a Material Breach of the Agreement if not corrected during the Cure Period.

  • If You (i) are not in default under any provision of the Agreement or (ii) are not in Material Breach of the Agreement, the Agreement will automatically renew for additional one (1) year terms unless written notice of Intent Not to Renew is given by one party to the other party at least one hundred fifty (150) days prior to the end of the then current term.

  • The notice shall be provided in the manner specified in Section 20, shall reference this Section 18(d), and shall describe each Material Breach of the Agreement in sufficient detail to permit the Curing Party to cure the breach.

  • On July 22, 2022, Sony Music sent Triller a formal Notice of Material Breach of the Agreement.

  • Failure to comply with the obligations of this provision shall constitute a Material Breach of the Agreement.

Related to Material Breach of the 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.

  • 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.

  • Breach means the acquisition, Access, Use or Disclosure of Protected Health Information (PHI) which compromises the Security or privacy of the PHI, except as excluded in the definition of Breach in 45 CFR § 164.402.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Serious Misconduct means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures.

  • Confidentiality Undertaking means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.

  • Misrepresentation means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

  • Non-Breaching Party has the meaning set forth in Section 9.2.1.

  • Sexual misconduct means any verbal, nonverbal, written, or electronic communication, or any other act directed toward or with a student that is designed to establish a sexual relationship with the student, including a sexual invitation, dating or soliciting a date, engaging in sexual dialogue, making sexually suggestive comments, self-disclosure or physical exposure of a sexual or erotic nature, and any other sexual, indecent, or erotic contact with a student.