Breach Events Sample Clauses

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Breach Events. The following will be breach events (“Breach Events”): (a) Any material representation or warranty of a party under this Agreement proves to have been incorrect in any material respect when made. (b) A party fails in any material respect to perform or observe any term of this Agreement, but only if the failure remains un-remedied for [***] days after written notice from the other party.
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Breach Events. 13.1.1 The occurrence of any one or more of the following (after expiration in the case of any breach of the provisions of this Lease which is capable of being remedied (albeit late) of any period allowed for the remedying of the same as provided in clause 14) shall, at the sole option of Landlord, constitute a Breach Event under this Lease: (i) a failure by Tenant to make any payment of Rent or any other monetary obligation on or prior to its due date, regardless of the reason for such failure; (ii) a failure by Tenant duly to perform and observe, or a breach of, any other provision hereof not otherwise specifically mentioned in this clause 13, and such failure is not cured within the period specified in clause 8.7.2; (iii) any representation or warranty made by Tenant herein or in any certificate, demand or request made pursuant hereto proves to be incorrect in any material respect; (iv) a default beyond any applicable cure period or at maturity by Tenant or any Guarantor in any payment of principal or interest on any obligations for borrowed money having an original principal balance of $3,500,000 or more in the aggregate, or in the performance of any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder), (x) if such payment is a payment at maturity or a final payment, or (y) if an effect of such default is to cause such obligation to become due prior to its stated maturity; (v) Tenant’s failure to timely comply with any of Tenant’s Post Closing Obligations and such failure continues for ten (10) days after written notice from Landlord; (vi) Tenant shall become apparently insolvent or shall make any arrangement with its creditors or, being a firm shall be unable to pay its debts as they mature; (vii) a receiver or manager shall be appointed in respect of Tenant or a petition shall be made or other steps are taken for the making of an administration order in respect of Tenant or a Company Voluntary Arrangement shall be made relating to Tenant in respect of which Landlord is not a consenter or withdraws its consent; (viii) Tenant shall go into liquidation (whether voluntary or compulsory) or be dissolved or struck off or proceedings shall be begun for such liquidation or dissolution or being a firm, shall be sequestrated or dissolved; (ix) the interest of Tenant in the Premises or any part thereof shall be subject to any diligence or any of Tenant’s property ther...
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Breach Events. 7.1 The following circumstances shall be deemed breach events: 7.1.1 Party C or any Pledgor breaches any obligation under the Transaction Documents; 7.1.2 Any representation or warranty made by any Pledgor in Clause 5 hereof contains material misrepresentation or omission, and/or the Pledgor breaches any warranties in Clause 5 hereof; 7.1.3 The Pledgors and Party C fail to complete any registration of the Equity Pledge with the Registration Authority according to Clause 3.1 hereof. 7.1.4 The Pledgors or Party C breaches any provisions hereof; 7.1.5 Unless specifically stipulated in Clause 6.1.1, any Pledgor transfers or intends to transfer or waives the pledged Equity, or assigns the pledged Equity without written consent of the Pledgee; 7.1.6 Any loan, undertaking, compensation, covenant or other debt owed by any Pledgors to any third party (1) is requested to be repaid or performed early owing to the Pledgor’s breach of contract; or (2) has been due but is unable to be repaid or performed, which results in adverse effect upon the Pledgor’s ability to perform the obligations hereunder; 7.1.7 Any approval, license, permit or authority that makes this Contract enforceable, legal and valid is cancelled, suspended, void or materially modified; 7.1.8 Promulgation of any applicable laws causes this Contract illegal or the Pledgor unable to perform the obligations hereunder; 7.1.9 Any adverse change occurs to any assets of any Pledgor, which, the Pledgee believes, affects the Pledgor’s ability to perform obligations hereunder; 7.1.10 The successors or trustees of Party C and the Pledgors can only perform any obligation under the Transaction Documents in part, or refuse to perform any obligation under the Transaction Documents; and 7.1.11 The Pledgee is unable or may be unable to exercise any right to the Pledge. 7.2 The Pledgors shall give written notice to the Pledgee immediately when they know or find any circumstance set forth in Clause 7.1 or any event that may cause such circumstances. 7.3 Unless the Breach Events set forth in Clause 7.1 have been corrected to the satisfaction of the Pledgee, the Pledgee may send a Breach Notice to Party C and the Pledgor when or after the Breach Event occurs, requesting the Pledgor and Party C to immediately perform obligations under the Transaction Documents, and/or dispose of the Pledge according to Clause 8 hereof.
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Breach Events. A "Breach Event" shall have occurred upon the occurrence of any one of the following acts or events: (a) the failure of GKK Stars or any of its Affiliates and/or subsidiaries (direct or indirect) to comply with the provisions of Sections 3.5, 3.7(a), 3.7(c), 5.1, 5.2, 5.3 or clauses (a)(i) and (d) of Section 5.4 or Section 5.8 (as to the notification of the letter of credit provider referenced therein and as to the remittance to Newco of the cash referred to herein) of this Agreement, or (b) the failure of GKK Stars or any of its Affiliates and/or subsidiaries (direct or indirect) to comply with the provisions of Sections 3.6, 3.7(b), 3.8 or clauses (a)(ii), (b) and (c) of Section 5.4, or (c) any intentional and material misrepresentation or breach of warranty by GKK Stars under this Agreement, or (d) subject to compliance by KBS with the provisions of Section 3.5(d) of this Agreement with respect to any Transfer of the Equity Interests in the PB Capital Loan Entity, GKK Stars or any of its Affiliates and/or subsidiaries (direct or indirect) asserts in writing to KBS or any third party that any document signed by KBS through a power of attorney provided by GKK Stars or any of its Affiliates and/or subsidiaries (direct or indirect) in connection with a Transfer or enforcing a remedy solely for the purposes of foreclosing on, or effectuating the Transfer of, collateral for the Senior Mezzanine Loan, or that any Transfer Instrument executed by GKK Stars or any of its Affiliates and/or subsidiaries (direct or indirect) is unauthorized, unenforceable or invalid, or (e) the occurrence of any Voluntary Proceeding, or (f) GKK Stars or any of its Affiliates and/or subsidiaries (direct or indirect) seek to challenge, disaffirm or otherwise repudiate any of KBS's rights under this Agreement, or (g) the failure of GKK Stars or any of its Affiliates to comply with the provisions of Section 5.6 of this Agreement.
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Breach Events. The following will be breach events (“Breach Events”): (a) Any material representation or warranty of a party under this License Agreement proves to have been incorrect in any material respect when made. (b) A party fails in any material respect to perform or observe any material term of this License Agreement, but only if the failure remains unremedied for 30 days after written notice from the other party. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) A party fails to materially satisfy the covenants in Section 14, but only if the failure remains unremedied for 30 days after written notice from the other party.
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Breach Events. The following will be breach events (“Breach Events”): (a) Any material representation or warranty of a party under this Research Agreement that proves to have been incorrect in any material respect when made. (b) Failure by a party in any material respect to perform or observe any material term of this Research Agreement, but only if the failure remains unremedied for 30 days after written notice from the other party. (c) Failure by a party to materially satisfy the covenants in Section 13, but only if the failure remains unremedied for 30 days after written notice from the other party. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Breach Events. Any following circumstance shall constitute a breach of the Guarantors against the Obligee: (1) the obligor has any breach against the Obligee under the master contract; (2) any representation or warranty made by the Guarantors herein is untrue, inaccurate or misleading, or have become invalid or been breached; (3) the Guarantors breach any item provided under Clause 3 hereof or other obligations provided herein; (4) the Guarantors cease business, cease production, close business, are reorganized, restructured, in a deadlock, liquidated, taken over or under trusteeship, dissolved or bankrupt, or the business license is revoked or deregistered or go bankrupt; (5) the financial conditions of the Guarantors deteriorates, their operation meets serious difficulty, or an event or a circumstance occurs which has adverse effect on their normal operation, financial conditions or ability to pay debts ; (6) the Guarantors or their controlling shareholders, actual controllers or their affiliates or legal representatives are involved in material litigation or arbitration, or their assets are attached, distressed, frozen, compulsorily enforced or adopted other measure having the same effect and cause adverse effect on the ability of the Guarantors to pay debts; (7) the Guarantors are dead or declared to be dead, or transfer assets or attempt to transfer assets by taking use of the change in marital relations, if they are natural persons; (8) other circumstance occurs which, at the reasonable discretion of the Obligee, may have or have had material effect on the ability of the Guarantors to perform this Contract.
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Breach Events. The following will be breach events (“Breach Events”): (a) Any material representation or warranty of a party under this License Agreement proves to have been incorrect in any material respect when made. (b) A party fails in any material respect to perform or observe any material term of this License Agreement, but only if the failure remains unremedied for 30 days after written notice from the other party. (c) A party fails to materially satisfy the covenants in Section 14, but only if the failure remains unremedied for 30 days after written notice from the other party.
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Related to Breach Events

  • Default Breach Remedies See Addendum 13.1

  • Breach; Remedies Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

  • Default Events (a) Any material breach of the Funding Agreement by the Recipient, including those set out below, will be an event of default (“Default Event”): 1. the Recipient has amounts owing to the IESO in respect of another funding agreement or other program, contract or arrangement with the IESO that have not been paid after due notice; 2. the IESO notifies the Recipient that it is in default of any existing agreements with the IESO, its predecessor entities, or any of their third party funds managers, including funding agreements; 3. the Recipient fails to complete or submit to the IESO any Activities set out in Schedule C by the applicable Target Completion Date; or 4. the Recipient fails to notify the IESO of any of the events set out in Section 6.1. (b) Should a Default Event occur, the IESO will be entitled to deliver to the Recipient a written notice that the Recipient is in default of the obligations under the Funding Agreement (the “Notice of Default”). The Notice of Default will set out the nature of the Default Event and a reasonable period of time by which the Default Event must be cured.

  • Breach and Default 7.6.1 No Breach of this Agreement shall exist where such failure to discharge an obligation (other than the payment of money) is the result of a Force Majeure Event or the result of an act or omission of the other Parties. Upon a Breach, the non-breaching Party shall give written notice of such Breach to the Breaching Party. Except as provided in article 7.6.2, the Breaching Party shall have 60 calendar days from receipt of the Breach notice within which to cure such Breach; provided however, if such Breach is not capable of cure within 60 calendar days, the Breaching Party shall commence such cure within 20 calendar days after notice and continuously and diligently complete such cure within six months from receipt of the Breach notice; and, if cured within such time, the Breach specified in such notice shall cease to exist. 7.6.2 If a Breach is not cured as provided in this article, or if a Breach is not capable of being cured within the period provided for herein, a Default shall exist and the non-defaulting Parties acting together shall thereafter have the right to terminate this Agreement, in accordance with article 3.3 hereof, by written notice to the defaulting Party at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not those Parties terminate this Agreement, to recover from the defaulting Party all amounts due hereunder, plus all other damages and remedies to which they are entitled at law or in equity. The provisions of this article shall survive termination of this Agreement. 7.6.3 In cases where the Interconnection Customer has elected to proceed under Section 32.3.5.3 of the SGIP, if the Interconnection Request is withdrawn or deemed withdrawn pursuant to the SGIP during the term of this Agreement, this Agreement shall terminate.

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.