Material Breach of Warranty definition

Material Breach of Warranty means any breach by the Principal Vendor of the Warranties or the Repeated Warranties which, were Completion to occur and on the assumption that the Purchaser was obliged to proceed to Completion would be reasonably likely to give rise to Losses in excess of US$1 million:
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Material Breach of Warranty means (a) a breach of the Warranties given as at the date of this Agreement, or (b) a breach of the Warranties (other than Warranties 5.1(C), 5.1(J), 5.1(L), 6.1, 6.2(F) and 9, which are disapplied for this purpose) given as at the Completion Date, by reference to the facts and circumstances then existing; in each case where the matters constituting the breach or the consequences thereof would be materially adverse, in the aggregate, to the Business taken as a whole;
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Material Breach of Warranty means any material breach of, or inaccuracy in, the following Warranties on the date hereof or as if repeated at Completion by reference to the facts and circumstances then existing and subject to the qualifications set out in paragraphs (d) and (e) in relation to those paragraphs:
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Examples of Material Breach of Warranty in a sentence

  • If between the time of this Agreement and Completion, either party becomes aware of any fact, matter or circumstance which occurs or arises between the time of signing of this Agreement and Completion which that party believes would reasonably be expected to result in a Material Adverse Change or Material Breach of Warranty, that party shall promptly notify the other party in writing of the same specifying details of the relevant fact, matter or circumstance.

  • An appeal may be made to the Planning and Environment Court or, for certain matters which are identified in section 1(2) of Schedule 1 of the Planning Act 2016, to a development tribunal.

  • If the Legal Expert opines on or before the Long Stop Date that no such Material Breach of Undertaking or Material Breach of Warranty has occurred, then in the absence of any subsequent allegation or finding of Material Breach of Undertaking or Material Breach of Warranty, the parties shall complete this Agreement in accordance with its terms.

  • If the Seller gives notice of its intention to remedy such Material Adverse Change or Material Breach of Warranty and the Completion Date would otherwise fall on any day prior to the Remedy Date, the Completion Date shall be postponed until the fifth Business Day after the Remedy Date.

  • The Legal Expert shall give due weight to any representations put forward by either party received by him and shall as a matter of urgency (and in any event no later than three Business Days after the date of appointment) advise the parties in writing if in his opinion, on the basis of the information available, a Material Breach of Undertaking or Material Breach of Warranty has occurred.

  • If the Legal Expert’s opinion is that a Material Breach of Undertaking or Material Breach of Warranty has occurred or if no opinion is issued by the Legal Expert on or before the Long Stop Date then the Purchaser shall not be obliged to proceed to complete this Agreement.

Related to Material Breach of Warranty

  • 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 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.

  • Willful and Material Breach means a deliberate act taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) with the actual knowledge that the taking of such act or failure to take such act constitutes, or will constitute, a material breach or deemed breach of this Agreement.

  • 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.

  • 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.

  • 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.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Substantial Breach means the following:

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • 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.

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Warranty means any one of them.

  • 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;

  • Material Damage and "Materially Damaged" means damage which, in Seller's reasonable estimation, exceeds $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair.

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

  • 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.

  • Fraud means any offence under laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • 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.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • Non-Breaching Party has the meaning set forth in Section 12.2.1.

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

  • Allegation means any written or oral statement or other indication of possible scholarly misconduct made to an institutional official.

  • 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;

  • Negligence means the failure to exercise "Reasonable Care".