Definition of Material Reason Clause Samples

The 'Definition of Material Reason' clause establishes what constitutes a significant or substantial justification for taking a particular action under the contract, such as terminating the agreement or invoking certain remedies. This clause typically outlines specific circumstances or events—like a major breach of contract, insolvency, or failure to meet critical obligations—that qualify as material reasons. By clearly defining what is considered a material reason, the clause helps prevent disputes over whether a party's actions are justified, ensuring both parties understand the threshold for serious contractual responses.
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Definition of Material Reason. Subject to the provisions of a Direct Agreement (if any), this Agreement may be terminated at any time for one or more of the following reasons (each, a "Material Reason"):
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Definition of Material Reason. [ ] the following additional Material Reasons shall apply to Party A: ; otherwise the Material Reasons for Party A shall be limited to those stated in the Certificate Master Agreement [ ] the following additional Material Reasons shall apply to Party B: ; otherwise the Material Reasons for Party B shall be limited to those stated in the Certificate Master Agreement
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Related to Definition of Material Reason

  • 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 obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

  • DEFINITION OF EMPLOYEE STATUS The status of all employees covered by this Agreement shall be defined under one of the following three definitions.