Material Breach by Company Sample Clauses

Material Breach by Company. The Company shall have materially breached this Agreement if, without Executive's prior written consent, one or more of the following events occur.
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Material Breach by Company. In the event that the Company materially breaches this Agreement, which breach is not cured by the Company within 90 days of the date on which written notice of such breach is provided by Executive to the Company, Executive may thereafter voluntarily resign and thereby terminate this Agreement. In such event, the Company shall pay to Executive the amounts required under Section 9(i).
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Material Breach by Company. If termination of Employee's employment arises out of the Company's failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other material breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to the provisions of paragraph 15 below, the Company shall pay, in a lump sum payment, as liquidated damages, the base salary at the rate then in effect for whatever time period is remaining under the Term or one (1) year, whichever is greater and the provisions of paragraph 3 shall not apply.
Sample 1
Material Breach by Company. Provided that this -------------------------- Agreement has not previously been terminated under any other Section hereof, Executive shall have the right to terminate the term of employment for cause at any time, if, at the time notice is given by Executive to the Company describing the breach which has occurred, the Company shall be in material breach of its obligations hereunder, provided that, with the exception of clause (i) below, -------- the term of employment shall not so terminate if within the 15-day period following notice by Executive, the Company shall have cured all such material breaches of its obligations hereunder. The parties acknowledge and agree that a material breach by the Company shall include, but not be limited to, (i) the Company failing to cause Executive to serve in the capacities set forth in Section 2; (ii) Executive being required to report to persons other than those specified in Section 2; (iii) unless Executive otherwise consents, the Company requiring Executive's primary services to be rendered in an area other than in the Denver metropolitan area; and (iv) any breach of Sections 3.1, 3.2, 3.3, 3.5 or 8 of this Agreement.
Sample 1
Material Breach by Company. If this Agreement is terminated by Distributor pursuant to clauses (i) or (ii) of Section 15B, then the Company shall, within 30 days of the termination date specified in the Notice of Termination, return to Distributor any portion of the Initial Advance or the Supplemental Advance (to the extent paid) that was not theretofore credited against the Net Transfer Price of Systems shipped prior to Company's receipt of such Notice of Termination. The return of such payments shall not limit or restrict Distributor's remedies for Company's breach.
Sample 1
Material Breach by Company. If termination of Executive's employment arises out of the Company's failure to pay Executive on a timely basis the amounts to which he is entitled under this Agreement or as a result of any other material breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to the provisions of Section 15 below, the Company shall pay the greater of the base salary at the rate then in effect for whatever time period is remaining under the Agreement or for one (1) year, whichever is greater and the provisions of Section 3 shall not apply.
Sample 1
Material Breach by Company. In the event of the Company's non-payment of compensation or non-reimbursement of expenses as provided for by this Agreement, Consultant shall have the right to terminate this Agreement, subject to the Company's right to cure such material breach in accordance with the terms of Section 9(e). Upon such termination, Consultant shall be entitled to receive payment in a lump sum of the unpaid balance of the Fee, and thereafter the Company shall have no further liability for compensation or other benefits to Consultant under this Agreement.
Sample 1
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Material Breach by Company. Executive shall have the -------------------------- right to terminate the term of employment for cause at any time, if, at the time notice is given by Executive to the Company describing the breach which has occurred, the Company shall be in material breach of its obligations hereunder, provided that, with the exception of clause (i) below, the term of employment -------- shall not so terminate if within the 15-day period following notice by Executive, the Company shall have cured all such material breaches of its obligations hereunder. The parties acknowledge and agree that a material breach by the Company shall include, but not be limited to, (i) the Company's failure to cause Executive to serve in the capacities set forth in Section 2.1; (ii) the Company's willful and continuing refusal to permit Executive to discharge his duties described in Section 2.1 hereof; (iii) the Company failing to cause Executive to receive the stock option grant described in Section 3.4 hereof; (iv) Executive being required to report to persons other than as specified in Section 2.1; (v) unless Executive otherwise consents, a requirement by the Company that Executive's primary services be rendered in an area other than in the Denver metropolitan area; or (vi) any breach of Sections 3.1, 3.2, 3.4, 3.5 or 8 of this Agreement.
Sample 1

Related to Material Breach by Company

  • Material Breach Either party may, upon giving thirty (30) days written notice, terminate this Agreement for the other party’s breach of any of its material obligations under this Agreement, provided that the breaching party shall not have cured such breach within the thirty (30) day notice period.

  • Breach by Seller In the event that Seller shall fail to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser, as its sole and exclusive remedy may either (a) terminate this Agreement and receive a refund of the Xxxxxxx Money, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations, or (b) pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that (i) Purchaser shall only be entitled to such remedy if (A) any such suit for specific performance is filed within sixty (60) days after Purchaser becomes aware of the default by Seller, (B) Purchaser is not in default under this Agreement beyond any applicable notice and cure period, (C) Purchaser has tendered an amount equal to three percent (3%) of the Purchase Price to the Title Company in immediately available funds and the Title Company has acknowledged receipt of same, in writing, to Seller, and (D) Purchaser has furnished ten (10) days prior written notice to Seller of its intent and election to seek specific enforcement of this Agreement; and (ii) notwithstanding anything to the contrary contained herein, Seller shall not be obligated to expend any sums to cure any defaults under this Agreement and if Purchaser seeks specific performance under this Agreement, Purchaser agrees to accept the Property in its “AS IS, WHERE IS” condition Purchaser hereby agrees that prior to its exercise of any rights or remedies as a result of any defaults by Seller, Purchaser will first deliver written notice of said default to Seller, and if Seller so elects, Seller shall have the opportunity, but not the obligation, to cure such default within ten (10) days after Seller’s receipt of such notice. In no event whatsoever shall Purchaser file any instrument of record against title to the Property; provided, however, Purchaser may file a lis pendens of this Agreement simultaneously with its filing of a suit for specific performance pursuant to this Section 8.1. Notwithstanding any of the foregoing to the contrary, in no event whatsoever shall Purchaser have the right to seek money damages of any kind as a result of any default by Seller under any of the terms of this Agreement. In no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Breach by Employee Employee hereby expressly covenants and agrees that the Company will suffer irreparable damage in the event any provisions of Sections 10, 11 and 12 are not performed or are otherwise breached and that the Company shall be entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of Section 10, 11 and 12 resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

  • Breach by Purchaser Subject to Section 8.3 below, in the event that Purchaser breaches any of its covenants, representations or warranties set forth in this Agreement, including failure by Purchaser to consummate this Agreement for any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller, as its sole and exclusive remedy, may terminate this Agreement and thereupon shall be entitled to receive the Xxxxxxx Money as liquidated damages (and not as a penalty). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that the Xxxxxxx Money represents a reasonable forecast of such damages.

  • Breach In the event of any actual or apparent theft, unauthorized use or disclosure of any Personally Identifiable Information, the Asset Representations Reviewer will commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and as soon as practicable following discovery of any such event, provide the Issuer and the Sponsor notice thereof, and such further information and assistance as may be reasonably requested.

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a material breach of one or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within *** days after receipt of the Default Notice, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after receipt of the Default Notice, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached one or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 11.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one or more of its material obligations under this Agreement (an “Adverse Ruling”), then if the Breaching Party fails to cure any breach specified by the Adverse Ruling within *** days after such ruling, or if such compliance cannot be fully achieved through diligent efforts within such *** day period but the Breaching Party has failed to promptly commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, or if full compliance is not achieved in any event within *** days after the Adverse Ruling, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.

  • Breach by Lessor Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable time shall in no event be less than thirty (30) days after receipt by Lessor, and by any Lender(s) whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Lessor shall not be in breach of this Lease if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion.

  • Representation by Executive Executive hereby represents and warrants to Company that, as of the Effective Date, he is not party to any employment or other agreement or obligation with or to any third party which would preclude him from employment with Company and performing his obligations under this Agreement.

  • Authority; No Breach By Agreement (a) NDC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDC. This Agreement represents a legal, valid, and binding obligation of NDC, enforceable against NDC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

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