Substantial Breach definition

Substantial Breach means the following:
Substantial Breach means a breach of any of clauses 3.8, 3.9, 4.1, 4.2, 5.1(c)(i) to 5.1(c)(xii) (inclusive), 13.1, 13.2, 26.2 or 26.7(c) of this Agreement;
Substantial Breach means any material breach by the Company of its obligations under this Agreement including without limitation: (i) the assignment of the Executive to a position or duties materially diminished from those normally assigned to a Senior Vice President and Chief Acquisitions Officer of a business enterprise comparable to the Company and AACC; (ii) a material reduction in the Executive’s then Regular Base Salary; or (iii) a change in location at which the Executive is required to perform her duties for the Company, AACC and its Subsidiaries which is outside a 50 mile radius of Detroit, Michigan, but only if such change occurs within one (1) year after a Change in Control; provided that the term “Substantial Breach” shall not include (x) an immaterial breach by the Company of any provisions of this Agreement or (y) a termination for Cause under Section 6(a). The Executive must notify the Company in writing of the Executive’s intention to invoke termination for “Substantial Breach” within ninety (90) days after the initial existence of such event and provide the Company with thirty (30) days for cure, or such event shall not constitute a “Substantial Breach” under this Agreement. Additionally, the Executive must terminate employment within one (1) year following the initial existence of one (1) or more of the events listed above for the termination to be considered a “Substantial Breach”. The date of resignation under this Section 6(d) shall be thirty-one (31) days after receipt by the Company of written notice of resignation; provided that the Substantial Breach specified in such notice shall not have been corrected by the Company during the preceding 30-day period. The effective date of termination of employment by the Company under this Section 6(d) and the effective date of resignation by the Executive under this Section 6(d) shall each be referred to as a “Section 6(d) Termination Date”.

Examples of Substantial Breach in a sentence

  • In the event of a Substantial Breach, the Non-defaulting Party shall, without limiting any other rights it may have in law or equity, have the right to immediately terminate this Agreement without cost, penalty, or process of law upon written notice to the Defaulting Party.

  • Where the Principal has committed a Substantial Breach, the Supplier may suspend the performance of its obligations under the Contract by giving written notice to this effect to the Principal.

  • Where the Principal has committed a Substantial Breach, the Contractor may suspend the performance of its obligations under the Contract by giving written notice to this effect to the Principal.

  • Any use of incorrect fuel types is a Substantial Breach of this Agreement.

  • Among the top 20 cor- relations listed in Table 1, GDSC sensitivity measures to 5 agents were associated with CCLE-measured expression of 6 OCM genes.For each of these 6 drug-gene pairs, we selected the top 10% and the bottom 10% of the NCI-60 cell lines with the highest and the lowest expression levels of the OCM gene involved in each correlation.


More Definitions of Substantial Breach

Substantial Breach means either (i) the Employee's demotion, without his consent to a position or duties materially inconsistent with or inferior to those specified in Section 3; or (ii) the failure by the Company to provide compensation and other vested benefits to the Employee in accordance with Section 4, and the failure of the Company to correct such breach within thirty days after written notice from the Employee of its occurrence.
Substantial Breach. As used herein, “Substantial Breach” shall mean the Company’s material breach of this Agreement, including but not limited to, without the Executive’s consent, the assignment to the Executive of positions or duties materially inconsistent with the provisions of this Agreement, a material diminution of the Executive’s position, authority, responsibilities or benefits to which he is then entitled hereunder, any reduction of the compensation provided for in Section 2.1 and 2.2 hereof, the relocation of corporate headquarters further than a fifty mile radius from the present headquarters, or the Company’s common stock no longer being publicly traded under The Nasdaq Stock Market or a national stock exchange. In the event that the Executive wishes to terminate the Employment Term due to a Substantial Breach by the Company, the Executive shall send a written notice to the Company notifying the Company of the breach within one hundred twenty (120) days of such breach. If such breach is not corrected within thirty (30) days after receipt of such notice, then the Executive may, in his sole discretion, elect to terminate the Employment Term by giving written notice of such election to the Company, and upon receipt by the Company of such an election, the Employment Term shall terminate. Upon such termination, the Executive shall have no further duties hereunder (except as set forth in Section 7 hereof) and the obligations, duties and liabilities of the Company to the Executive shall solely be as set forth in section 5.6.3 hereof.
Substantial Breach means any material breach by the Company of its obligations hereunder consisting of (i.) any material breach of the terms of Section 3 above; (ii) a material reduction in the Employee's title or responsibilities; or (iii) the failure of any successor to all or substantially all of the business and/or assets of the company to assume this Agreement; provided, however, that the term "Substantial Breach" shall not include a termination of the employee's employment pursuant to Section 6(a) or (b) above. The Employee's resignation without Good Reason shall not end the parties' respective continuing rights and responsibilities under this Agreement including but not limited to those enumerated in Sections 8, 9, 10, 12 and 15. Notwithstanding anything contained in this Agreement to the contrary, the terms and provisions of this Section 7 shall not apply to any shares of capital stock issued by the Company to the Employee in consideration for the Employee's sale to the Company of shares of capital stock of Digital Descriptor Systems, Inc.
Substantial Breach means any material breach by the Company of its obligations hereunder consisting of: (i) the failure of the Company to pay the Executive the Salary or Bonus, if any, in accordance with Section 3(a) and (b) hereof; (ii) the failure by the Company to substantially maintain and continue the Executive's participation in benefit plans as provided in Section 3(c) hereof; or (iii) any material diminishment in the duties or responsibilities of the Executive described in Section 1; provided, however, that the term "Substantial Breach" shall not include a termination of the Executive's employment hereunder pursuant to Section 6(b) or (c) hereof. The date of termination of the Executive's employment under this Section 6(d) shall be the effective date of any resignation specified in writing by the Executive, which shall not be less than sixty (60) days after receipt by the Company of written notice of such resignation, provided that any resignation by the Executive shall not be effective pursuant to this Section 6(d) if such Substantial Breach shall have been corrected by the Company during the thirty (30) day period following notice by the Executive of the existence thereof or if corrected thereafter prior to the date of resignation by the Executive.
Substantial Breach means failing to observe and apply to the clause stated within this Agreement and to the rental condition of the hire schedule in Rental Agreement Part A. Substantial Breaches is an exclusion to all levels of any Liability Reduction Option that may have been purchased. In the event of a Substantial Breach, there is no indemnity extended to any You or any other third party involved.
Substantial Breach means any material breach by the Corporation of its obligations to compensate the Executive pursuant to the terms and conditions of this Agreement; provided, however, that Substantial Breach shall not include a termination of the Executive’s employment for Cause or due to death or Disability; and provided, further, that no Substantial Breach shall be deemed to exist at any time that a basis for termination for Cause exists.
Substantial Breach means (1) a substantial reduction in the nature or status of Executive's responsibilities hereunder; provided, that it shall not be deemed to be a Substantial Breach if Executive's duties are revised so that he remains an officer but is removed or not reelected as Senior Vice President Sales; (2) a reduction by the Company in the Base Salary of Executive except to the extent permitted under Section 4(a) hereof; (3) the failure by the Company to allow Executive to participate to the full extent in all plans, programs or benefits in accordance with Sections 4(b) to (d), inclusive, thereof; and (4) the failure by the Company to pay, distribute or grant any amounts of cash, stock or other compensation to Executive to which he is entitled. A Substantial Breach shall be deemed to occur only if such Substantial Breach has not been corrected by the Company within two weeks of receipt of notice from Executive of the occurrence of such Substantial Breach, which notice shall specifically set forth the nature of the Substantial Breach.