Uncured Material Breach definition

Uncured Material Breach means if all of the following shall have occurred: (i) the General Partner breaches a material covenant or obligation expressly set forth in this Agreement, (ii) the breach has had, or is likely to have, with the passage of time alone, caused a material adverse effect on the Limited Partners, (iii) such Limited Partners notify the General Partner of such breach in writing, describing it with reasonable specificity, and (iv) if capable of being cured, the General Partner fails to cure such breach within 30 days following receipt of such notice.
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Uncured Material Breach is a material breach that has not been cured by the end of the cure period described in the preceding sentence. A termination for an Uncured Material Breach shall be effective upon the expiration of the cure period. Any dispute as to whether a notice of termination pursuant to this Section 10.2.1 is proper, or whether a breach has occurred, is material or has been cured, shall be resolved under Article 14. In such event, if the allegedly breaching Party is found to be in material breach, such breaching Party shall have sixty (60) days (or longer, as determined during the resolution of such dispute) to cure such material breach following resolution of such dispute.
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Uncured Material Breach means if all of the following shall have occurred: (i) the General Partner or any of its Affiliates making a Direct Loan breaches a material covenant or obligation expressly set forth in this Agreement, (ii) the breach has had, or is likely to have, with the passage of time alone, caused a material adverse effect on the Partnership and/or Limited Partners (or their Affiliates that make Direct Loans), (iii) such Limited Partners notify the General Partner of such breach in writing, describing it with reasonable specificity, and (iv) if capable of being cured, the General Partner or its relevant Affiliate making a Direct Loan fails to cure such breach within 30 days following receipt of such notice.
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Examples of Uncured Material Breach in a sentence

  • The Parties agree that in the event that LAB commits an Uncured Material Breach, then in any arbitration proceedings brought by ▇▇▇▇▇▇▇ pursuant to Section 40.2 the arbitrators shall be empowered, at the request of ▇▇▇▇▇▇▇ and the discretion of the arbitrators, to reduce the Price otherwise payable by ▇▇▇▇▇▇▇ to redeem the actual damages incurred by ▇▇▇▇▇▇▇ as a result of the Uncured Material Breach by LAB.

  • Subject to Section 16.4 (Effects of Termination for Bankruptcy or HMI’s Uncured Material Breach), with respect to each U.S. [***] Product, commencing with the Calendar Quarter in which the First Commercial Sale of such U.S. [***] Product occurs, the Commercializing Party will pay to the non-Commercializing Party an amount equal to [***]% of the Net Profit for such U.S. [***] Product for each Calendar Quarter (the “Profit Share Payments”).

  • Failure of a Party (the "Defaulting Party") to remedy a breach of any material duty or obligation required of the Defaulting Party under the terms of this Agreement within * * * business days after receipt of written notice of such breach from the other Party shall be deemed an uncured material breach ("Uncured Material Breach").

  • For clarity, in the case of termination by Tay pursuant to Section 13.3 (Termination for Uncured Material Breach), Tay shall not be required to pay any additional consideration for the rights granted to Tay under Section 13.6.9.

  • Biolase may, in its sole discretion, terminate the Definitive Agreement(s) for an Uncured Material Breach by P&G.

  • For clarity, in the case of termination by In4Derm pursuant to Section 13.3 (Termination for Uncured Material Breach) or Section 13.6 (Termination of the Head Licence), In4Derm shall not be required to pay any additional consideration for the rights granted to In4Derm under Section 13.7.9.

  • However, if Biolase commits to an Uncured Material Breach, P&G may alternatively elect to retain its exclusive license(s) without the obligation to pay First or Second Shipment Payment(s), Quarterly Payments, milestones, royalties, or any other monies whatsoever, however, if P&G retains its exclusive license(s), it will not be entitled to a refund of monies previously paid.

  • Notwithstanding any provision to the contrary contained herein, the remedies provided to Buyer under this Section 14.1(b)(ii) constitute Buyer’s sole and exclusive remedies, at law or in equity, as a result of such Uncured Material Breach of Seller.

  • If the Material Breach is not cured within ****, it shall become an Uncured Material Breach.

  • In the event P&G terminates the Definitive Agreement(s) for an Uncured Material Breach by Biolase, P&G may elect that Biolase shall refund all payments made by P&G to Biolase insofar as they specifically pertain to the Uncured Material Breach for the term including the **** preceding and up to the time of the Uncured Material Breach.


More Definitions of Uncured Material Breach

Uncured Material Breach means a material breach by the Lender or the Borrower of any Transaction Agreement, which, if curable, the Lender or the Borrower, as applicable, has failed to cure within (i) thirty (30) days after receipt of a written notice from the other party that specifies, in
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Uncured Material Breach means a material breach of a Party of its obligations under this Agreement that is not cured by such Party in accordance with the provisions of Section 14.2.
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Related to Uncured Material Breach

  • 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 and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Non-Breaching Party has the meaning set forth in Section 13.2(a).

  • 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;

  • 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)(xxiv) (inclusive), 17.1, 17.2, 31.2 or 31.7(c) of this Agreement;