Specified Breach definition

Specified Breach means a breach of a representation or warranty ---------------- contained in this Agreement (i) first occurring after the date hereof, (ii) caused by an event or circumstance first occurring after the date hereof outside of the breaching party's control, direction and ability to cure, and (iii) in respect of which the breaching party had no knowledge of the likelihood of occurrence prior to the date hereof (e.g., an act of God). A Specified Breach shall not include, in any event, a material breach of a representation or warranty as of the date of this Agreement.

Specified Breach has the meaning set forth in the Recitals.

Specified Breach means (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2.3 or Section 2.26 as of the date of this Agreement (without giving effect to any materiality qualification or similar qualification contained or incorporated directly or indirectly in such representation or warranty) and (ii) any shortfall in the amount of the Company Transaction Expense Amount reported on the certificate delivered pursuant to Section 5.5(f), such that the actual Company Transaction Expense Amount exceeds the aggregate amount reported on such certificate (it being understood that the amount of such excess shall be deemed “Damages” for all purposes of this Agreement).

Examples of Specified Breach in a sentence

• For the avoidance of doubt, no Specified Breach Director shall be elected to the Board unless the written resignation referred to in the preceding sentence is delivered to the Company prior thereto.

• Each Specified Breach Director will be entitled to one (1) vote on any matter with respect to which the Board votes.

• Any such Specified Breach Event specified in this clause (ii) shall cease to exist once the underlying default or breach has been waived or cured.

• A Specified Breach Director need not be an “independent director” of the Board pursuant to the rules of the Exchange on which the Company’s Common Stock is then traded.

• If after the appointment of a Specified Breach Director the applicable Breach Period expires, if so requested by the Company, the Holders of the Series A Preferred Stock and Series A-1 Preferred Stock shall promptly cause to resign, and take all other action reasonably necessary, or reasonably requested by the Company, to cause the prompt removal of, such Specified Breach Director.

More Definitions of Specified Breach

Specified Breach means the failure by NYNEX to meet the incident-based or parity-based Liquidated Damages performance standards set forth herein or in Attachment SQfor any of the Specified Activities as defined below.

Specified Breach shall have the meaning ascribed to it in Section 7(b).

Specified Breach means any failure of a representation or warranty set forth in Section 3.17(a), Section 3.18(a), Section 3.18(b)(i) or Section 3.18(b)(ii) to be true and correct (disregarding all qualifications and exceptions contained therein relating to “materiality,” “Company Material Adverse Effect” or similar qualifiers) that (a) relates to: (i) an administrative matter; (ii) a contractual matter; or (iii) a Breach under HIPAA that either (A) does not requires immediate notification to the U.S. Department of Health and Human Services or the media or (B) is reasonably unlikely to result in material monetary penalties as may be imposed by the U.S. Department to Health and Human Services under HIPAA and (b) in the case of clauses (a)(i), (ii), and (iii), is reasonably capable of being cured (in accordance with, and to the extent required by, applicable Laws as are implicated by the relevant representation or warranty) by the Company in the Ordinary Course (taking into account the Company’s past responses to situations of a similar nature) within a reasonable time following the Effective Time (not to exceed 180 days).

Specified Breach means (A) Arion’s breach of the representations and warranties set forth in Section 5.12 (Financial Capacity), Section 5.17 (Solvency) (except in the case the primary cause for the breach of such solvency representation is the financial status of the Purchased Assets, Assumed Liabilities and the Business transferred to Arion in connection with the Purchase Transactions) and/or Section 5.18 (Limited Guarantee) and/or (B) the Arion Entities’ breach or failure to perform, on the part of the Arion Entities, the covenants or agreements set forth in (I) Section 6.2(a)(y) (Operation of the Business) (but solely with respect to sub-clauses (i) (ii), (iii), (iv), (vi), (vii), (viii) or (x) thereof) and/or (II) Section 6.4 (

Specified Breach shall have the meaning provided in Section 4.3 of this Agreement.

Specified Breach shall have the meaning given to that term in Clause 8.7(i)(i);

Specified Breach means the occurrence of an Event of Default under Sections 8.1, 8.2, 8.13 or 8.14 hereof which is not otherwise waived by the affected Lenders or cured within any applicable cure or grace period.