Terminating Purchaser Breach definition

Terminating Purchaser Breach has the meaning specified in Section 8.1.
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Terminating Purchaser Breach has the meaning specified in Section 10.1(c).
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Terminating Purchaser Breach has the meaning specified in Section 8.1(c).
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Examples of Terminating Purchaser Breach in a sentence

  • Section 7.1(c) Terminating Purchaser Breach.....................................

  • Section 7.1(c) Terminating Purchaser Breach....................................


More Definitions of Terminating Purchaser Breach

Terminating Purchaser Breach has the meaning set forth in Section 7.4.
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Terminating Purchaser Breach shall have the meaning set forth in Section 13.1(c).
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Terminating Purchaser Breach shall have the meaning set forth in Section 9.1(f).
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Terminating Purchaser Breach. Section 11.01(e)
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Terminating Purchaser Breach has the meaning set forth in Section 7.1(d). “Terminating Seller Breach” has the meaning set forth in Section 7.1(c). “Third Party Approvals” has the meaning set forth in Section 3.4. “Third-Party Claim” has the meaning set forth in Section 8.3(a). “Threshold Amount” has the meaning set forth in Section 8.2(f)(i). “Trademarks” means all trademarks, service marks, brand names, trade dress, logos, trade names, Internet domain names, corporate names and d/b/a’s, doing business names, and other source indicators and indicia of origin, including the registrations and applications for registrations thereof and all goodwill associated therewith and symbolized thereby. “Transaction Documents” means this Share Purchase Agreement, the Amended and Restated Articles of Association, the Joint Venture Agreement, the Joint Venture Collaboration Agreement, the Seller and Purchaser Collaboration Agreement, the Support and Transition Agreements, the Purchaser Assignment, Transfer and Assumption Agreements, the Purchaser Intellectual Property Agreement, and the Pre-Closing Restructuring Agreements. “Transaction Term Sheet” has the meaning set forth in the Recitals. “Transferred Business Assets” has the meaning set forth in Section 5.7(a). “Transferred Business IP Agreements” means the Business IP Agreements primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated. “Transferred Business Intellectual Property” means the Intellectual Property primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated.
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Terminating Purchaser Breach has the meaning ascribed thereto in Section 10.1(e) of this Agreement.
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Related to Terminating Purchaser Breach

  • Major Breach means a breach of:

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

  • 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;

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Seller Default has the meaning set forth in Section 12.1.

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Defaulting Purchaser means, subject to Section 2.11(c), any Purchaser that (a) has failed to (i) fund all or any portion of such Purchaser’s Pro Rata Share of any Payment Amount by the time such amount was required to be funded hereunder unless such Purchaser notifies the Administrative Agent and the Seller Representative in writing that such failure is the result of such Purchaser’s good faith determination that one or more of the conditions precedent to funding (specifically identified in writing and including the particular default if any) has not been satisfied, or (ii) pay to the Administrative Agent or any other Purchaser any other amount required to be paid by it hereunder within two Business Days of the date when such payment is due, (b) has notified the Seller Representative, any Seller, the Administrative Agent, or any Purchaser in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to the effect that it does not intend to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Purchaser’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Seller Representative, to confirm in writing to the Administrative Agent and the Seller Representative that it will comply with its prospective funding obligations hereunder (provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Seller Representative) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Event; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser. Any determination by the Administrative Agent that a Purchaser is a Defaulting Purchaser under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Purchaser shall be deemed to be a Defaulting Purchaser (subject to Section 2.11(c)) upon delivery of written notice of such determination to the Seller Representative and each Purchaser.

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

  • Servicer Termination Notice Defined in Section 6.15.

  • 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;

  • Terminating Party As defined in Section 7.1(f).

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • 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.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Second Closing has the meaning set forth in Section 2.2.

  • Employee assigned to the contract means an employee who was hired after November 6, 1986, who is directly performing work, in the United States. An employee is not considered to be directly performing work under a contract if the employee—

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Second Closing Date means the date of the Second Closing.

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.