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 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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Examples of Uncured Material Breach in a sentence

  • Notwithstanding anything to the contrary herein, upon an Uncured Material Breach of any of the Transaction Agreements by Acacia, this Warrant will be, at the Company’s written election, null and void ab initio.

  • Insurance), Section 16.1 (Term), the last sentence, only upon expiration, Section 16.3 (Effects of Termination for NVS Breach, Patent Challenge, or for Convenience by NVS), Section 16.4 (Effects of Termination for Bankruptcy or HMI’s Uncured Material Breach), Section 16.6 (Confidential Information), Section 16.7 (Surviving Provisions), and Article 17 (Miscellaneous).

  • A termination for an Uncured Material Breach shall be effective upon the expiration of the cure period.

  • PERFORMANCE OF CONTRACT IN GENERAL.(a)[Effect of Uncured Material Breach] If an uncured material breach of contractFormattedthat conforms to the contract.

  • 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”).

  • An “ Uncured Material Breach ” is a material breach that has not been cured by the end of the cure period described in the preceding sentence.

  • 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.

  • In the event of a termination under Section 3(a), Section 3(b) or Section 3(c) (for any reason other than an Uncured Material Breach by the Executive), the Company shall pay the Executive, in a lump sum cash payment, an amount equal to the Executive’s remaining salary for the full Agreement Term, with such amount being payable no later than 10 days following the Date of Termination.

  • Termination and Effect P&G may, in its sole discretion, terminate the Definitive Agreement(s) for an Uncured Material Breach by Biolase, including Biolase’s breach of the Representations and Warranties, and shall give Biolase **** notice of such termination.

  • 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.


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 reasonable detail, the nature of the material breach of the applicable Transaction Agreement or (ii) such lesser period following receipt of such notice that remains before a date on which such Uncured Material Breach is relevant to the rights and obligations of the parties hereunder.
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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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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 deliberate act taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) with the actual knowledge that the taking of such act or failure to take such act constitutes, or will constitute, a material breach or deemed breach of this Agreement.

  • Non-Breaching Party has the meaning set forth in Section 12.2.1.

  • 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 the following:

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

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Customer Default shall have the meaning set forth in Section 11.1.

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

  • Breach means the acquisition, Access, Use or Disclosure of Protected Health Information (PHI) which compromises the Security or privacy of the PHI, except as excluded in the definition of Breach in 45 CFR § 164.402.

  • Persistent Breach means a Default which has occurred on three or more separate occasions with a continuous period of six (6) months.

  • 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.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Notice of Breach means a written notice delivered to the other party within the time period required under the definition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that the party contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges to exist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable, claims provide the basis for such breach or other condition.

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

  • Contractor Default shall have the meaning set forth in Clause 23.1;

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

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

  • Security Breach means confirmed use, accidental or unlawful destruction, loss or unauthorized disclosure of Customer Data or Customer confidential information.

  • Cure Period means the period specified in this Agreement for curing any breach or default of any provision of this Agreement by the Party responsible for such breach or default and shall:

  • Major Breach means a breach of:

  • Major Default means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p) of this Note.

  • Remedy a Violation means to bring the structure or other development into compliance with state and community floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance. Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of the ordinance or otherwise deterring future similar violations, or reducing federal financial exposure with regard to the structure or other development.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Third Party Terminating Carrier means a Telecommunications Carrier to which traffic is terminated when CLEC originates traffic that is sent through AT&T-TSP’s network, i.e., CLEC is using AT&T-TSP’s Transit Traffic Service.

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