Significant Breach by Licensee definition

Significant Breach by Licensee means, after exhaustion of any applicable cure periods set forth in this Agreement, any one or more of the following events:
Significant Breach by Licensee. As defined in Section 4.2 of this Agreement.
Significant Breach by Licensee means any event expressly specified in this Amendment to be a "Significant Breach," and any of the following (after exhaustion of any cure periods set forth in Article VII hereof to the extent such cure periods are applicable):

Examples of Significant Breach by Licensee in a sentence

  • Any breach of this provision shall be deemed a Significant Breach by Licensee.

  • In the event any "Significant Breach by Licensee" occurs, Licensor may give notice of termination in writing to Licensee, whereupon this Agreement shall immediately terminate.

  • Licensor may terminate this Agreement at any time in the event of a Significant Breach by Licensee.

  • Any breach of this provision reasonably determined to have a material adverse effect on Licensor or the Licensed Marks shall be deemed a Significant Breach by Licensee.

  • This meant that they were moored outside Calais but maintained in a condition which would make it possible for them to be made ready for service in the minimum of time.The SCOP’s further offer was rejected.

  • Any breach of this provision reasonably determined to have a material adverse effect on Licensor or the Licensed Marks shall be deemed a Significant Breach by Licensee (in no event less than ten business days after receipt of the notice).

  • Notwithstanding the foregoing, Licensor shall have the right, subject to Section 4.3 below, to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to this Agreement, or in law or equity or otherwise, upon the occurrence of a Significant Breach by Licensee.

  • Licensee covenants and agrees that it will not use any of the Licensed Marks or the Licensed Copyright in connection with any products or services or in any territory that are not expressly licensed pursuant to the provisions of this Article 2 and any such unlicensed use by Licensee of the Licensed Marks or the Licensed Copyright shall be deemed a "Significant Breach by Licensee" under Section 4.2 of this Agreement unless cured pursuant to Section 4.2(a) of this Agreement.

  • Licensor may terminate this License Agreement at any time in the event of a Significant Breach by Licensee.

  • Licensor may terminate this Amendment at any time in the event of a Significant Breach by Licensee.


More Definitions of Significant Breach by Licensee

Significant Breach by Licensee. As defined in Section 11.2 .
Significant Breach by Licensee. As defined in Section 12 hereof.
Significant Breach by Licensee means, after exhaustion of any applicable cure provisions set forth in Sections 9 or 5 hereof, any of the following:
Significant Breach by Licensee. As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the Licensed Marks including, but not limited to, the size, color and appearance of the Licensed Marks as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement. "SUBSIDIARY": With respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person or, in the case of a Cable System, the right to direct the management or operation of such Cable System pursuant to a management agreement with a term of at least three years, for so long as such management agreement remains in effect; provided that, Licensee shall notify Licensor in writing immediately when it ceases management of any such Cable System. "SUCCESSOR": With respect to any party, any successor, transferee or assignee, including without limitation, any receiver, debtor in possession, trustee, conservator or similar Person with respect to such party or such party's assets. "TELEPHONE SERVICES": The provision to end users of Telephone Exchange Service, as that term is defined in the Telecommunications Act of 1934, as amended. Telephone Services shall include the ability to terminate a telephone call. "TRADE DRESS": The general image or appearance of the Licensed Marks and of the Licensed Services and Marketing Materials or Promotional Products and any packaging and labeling therefor, including without limitation, the combination of colors, designs, sizing configurations, publication formats and the like as set forth in the Style Guidelines and as such trade dress may be modified or replaced pursuant to Section 8.2 of this Agreement, and such other trade dress as may be added thereto or substituted therefor in accordance with Section 8.2. "TW LICENSEES": Those Persons and business units that are part of Licensor as of the Closing and any other Persons who are licensed under, or otherwise permitted to use, the Licensed Marks by Licensor. "TWE": As defined in the Preamble. 9 <PAGE> "TWE BROADBAND BUSINESS" has the meaning assigned to it in the TWE Distribution Agreement. "TWE DISTRIBUTION AGREEMENT": The Distribution Agreement, ...
Significant Breach by Licensee means, after exhaustion of any applicable cure periods set forth in this Agreement, any one or more of the following events: a. Any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee uses the Licensed Marks in a manner which fails to comply in all material respects with the provisions of this Agreement, and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or b. Any use of the Licensed Marks by any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply in all material respects with the Quality Standards set forth in Article 5 and continues for more than sixty (60) days after written notice thereof has been given to Licensee in accordance with Section 6.1; or c. Licensee fails to provide performance data and representative samples of Marketing Materials to Licensor's Quality Control Representative for the purposes permitted hereunder pursuant to the provisions of Section 5.3 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or d. Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any material laws, regulations or industry standards, or any governmental agency, Regulatory Authority or other body, office or official vested with appropriate authority finds that the services or products being offered under the Licensed Marks are being provided in contravention of material, applicable laws, regulations or standards and fails to cure such breach within sixty (60) days of receipt of written notice of such breach or such date as is set by the relevant Regulatory Authority, whichever is earlier; or 14 <PAGE> e. Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 9.4 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or f. Licensee shall be unable to pay its debts in the ordinary course of business or when they become due, or shall file for Bankruptcy; or g. Any other material breach of this Agreement by Licensee its Authorized Dealers, Resellers, Value Added Resellers or any Sublicensee which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee, except as may otherwise be provided in Section 6.1

Related to Significant Breach by Licensee

  • 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;

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

  • 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.

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

  • 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.

  • Substantial Breach means the following:

  • Major Breach means a breach of:

  • 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.

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

  • Intentional Breach means, with respect to any agreement or covenant of a party in this Agreement, an action or omission taken or omitted to be taken by such party in material breach of such agreement or covenant that the breaching party intentionally takes (or fails to take) with actual knowledge that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.

  • 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.

  • 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;

  • 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.

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

  • Confidential Information Breach means, 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, the Contractor, the Department or State.

  • Serious violation means OCC has made a valid finding when assessing a serious complaint that alleges:

  • Areas susceptible to mass movement means those areas of influence, characterized as having an active or substantial possibility of mass movement, where the movement of earth material at, beneath, or adjacent to the landfill unit, because of natural or human-induced events, results in the downslope transport of soil and rock material by means of gravitational influence. Areas of mass movement include landslides, avalanches, debris slides and flows, soil fluction, block sliding, and rock falls.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Breach of system security means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner. Business and Commerce Code 521.053(a)

  • Repeat violation means a violation of the same regulation in any location by the same person for which voluntary compliance previously has been sought within two years or a notice of civil violation has been issued

  • Customer Default has the meaning set out in clause 8.3.

  • 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.

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

  • Material Damage and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.

  • 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.