Overriding Event definition

Overriding Event means (a) the occurrence of a breach by PrimeWire of any representation or warranty in Article 4 of this Agreement or a default by PrimeWire of any covenant in this Agreement, (b) an event that causes the nonperformance of Buyer to be excused to the extent that such nonperformance is due to governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of Buyer or (c) an event that causes the nonperformance of Buyer to be excused due to such performance being the violation of any Law, including a breach of fiduciary duty or duty of loyalty.
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Examples of Overriding Event in a sentence

  • If the parties cannot resolve the dispute and determine a means of managing the Overriding Event, each party may, in its sole discretion, terminate this Agreement on giving seven days' written notice to the other party of its intention to do so.

  • That party must use its reasonable efforts to mitigate the effect of the Overriding Event (including incurring any reasonable expenditure of funds and rescheduling of manpower and resources) to remove or mitigate the preventing or delaying effect of each Overriding Event on that party's performance of the applicable obligations under this Agreement.

  • Subject to an Overriding Event, or changes mutually agreed to by Buyer, eNucleus and ▇▇▇▇▇▇, the 6 Month Operating Agreement will be made available and provided to the PrimeWire division in a timely manner to allow the PrimeWire division to pay its current obligations as they become due.

  • Subject to an Overriding Event, or changes mutually agreed to by Buyer, eNucleus and ▇▇▇▇▇▇, Buyer agrees to fully fund the 6 Month Operating Budget and the Operating Budget on a year to date basis.