Exclusion for Material Breach Clause Samples

The Exclusion for Material Breach clause defines the circumstances under which one party may be excluded from certain rights or benefits under the contract if they commit a significant violation of its terms. Typically, this clause applies when a party fails to fulfill a major obligation, such as not delivering goods or services as agreed, and as a result, they may lose protections like indemnification or limitation of liability. Its core function is to incentivize compliance with key contractual duties and to protect the non-breaching party by removing contractual advantages from those who seriously breach the agreement.
Exclusion for Material Breach. ‌ 1. Definition of Material Breach. A material breach of this CIA means:
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Exclusion for Material Breach. ‌ 1. Definition of Material Breach. A material breach of this CIA means: a. failure to comply with any of the requirements of this CIA for which OIG has previously issued a demand for Stipulated Penalties under Section X.C, unless such Stipulated Penalty was overturned by an ALJ on appeal pursuant to the procedures described in Section X.E below;‌ b. failure to comply with Section III.A.1;‌ c. failure to comply with Section III.D;‌ d. failure to comply with Section III.I;‌ e. failure to comply with Section V;‌ f. failure to respond to a Demand Letter in accordance with Section X.C;‌ g. a false statement or false certification made to OIG by or on behalf of Lincare under this CIA;‌ h. failure to pay Stipulated Penalties within 20 days after an ALJ issues a decision ordering Lincare to pay the Stipulated Penalties or within 20 days after the HHS Departmental Appeals Board (DAB) issues a decision upholding the determination of OIG; or‌ i. failure to come into compliance with a requirement of this CIA for which OIG has demanded Stipulated Penalties, pursuant to the deadlines listed in Section X.E.2.‌
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Exclusion for Material Breach. ‌‌‌ 1. Definition of Material Breach. A material breach of this IA means: a. failure to comply with any of the requirements of this IA for which OIG has previously issued a demand for Stipulated Penalties under Section X.C, unless such Stipulated Penalty was overturned by an ALJ on appeal pursuant to the procedures described in Section X.E below;‌ b. failure to comply with Section III.C;‌
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Exclusion for Material Breach. ‌ 1. Definition of Material Breach. A material breach of this IA means:‌ a. failure to comply with any of the requirements of this CIA for which OIG has previously issued a demand for Stipulated Penalties under Section X.C, unless such Stipulated Penalty was overturned by an ALJ on appeal pursuant to the procedures described in Section X.E below;‌ b. failure to comply with Section III.A;‌ c. failure to comply with Section III.E;‌ d. failure to comply with Section III.I;‌ e. failure to comply with Section V;‌ f. failure to respond to a Demand Letter for Stipulated Penalties in accordance with Section X.C;‌ g. a false statement or false certification made to OIG by or on behalf of DOCS under this IA;‌
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Exclusion for Material Breach of this CIA ------------------------------------------ 1. Definition of Material Breach. A material breach of this CIA means: a. a failure by Rotech to report a material deficiency, take corrective action and make the appropriate refunds, as required in section III.H; Rotech Corporate Integrity Agreement b. a repeated or flagrant violation of the obligations under this CIA, including, but not limited to, the obligations addressed in section X.A: c. a failure to respond to a Demand Letter concerning the payment of Stipulated Penalties in accordance with section X.C; or d. a failure to retain and use an Independent Review Organization in accordance with section III.D; or e. a failure to perform an Acquisition Compliance Assessment as required in section III.E.
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Exclusion for Material Breach of this CIA‌ 1. Definition of Material Breach. A material breach of this CIA means: a. repeated violations or a flagrant violation of any of the obligations under this CIA, including, but not limited to, the obligations addressed in Section X.A;‌ b. a failure by UHealth to report a Reportable Event, take corrective action, or make the appropriate refunds, as required in Section III.J;‌ c. a failure to respond to a Demand Letter concerning the payment of Stipulated Penalties in accordance with Section X.C; or‌ d. a failure to engage and use an IRO in accordance with Section III.D, Appendix A, or Appendix B.‌ 2. Notice of Material Breach and Intent to Exclude. The parties agree‌ that a material breach of this CIA by UHealth constitutes an independent basis for UHealth’s exclusion from participation in the Federal health care programs. The length of the exclusion shall be in the OIG’s discretion, but not more than five years per material breach. Upon a determination by OIG that UHealth has materially breached this CIA and that exclusion is the appropriate remedy, OIG shall notify UHealth of: (a) UHealth’s material breach; and (b) OIG’s intent to exercise its contractual right to impose exclusion. (This notification shall be referred to as the “Notice of Material Breach and Intent to Exclude.”)
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Exclusion for Material Breach of this IA‌ 1. Definition of Material Breach. A material breach of this IA means: a. failure to comply with any of the requirements of this IA for which OIG has previously issued a demand for Stipulated Penalties under Section X.C;‌ b. failure to comply with Section III.C;‌ c. failure to comply with Section III.G;‌ d. failure to cooperate with OIG in accordance with Section III.I.;‌
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Exclusion for Material Breach 
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Related to Exclusion for Material Breach

  • 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.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Termination upon Material Breach Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the default in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated Research Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 12.7; provided further that in the event that as a result of such resolution, the Disputing Party is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the Disputing Party.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that CCH has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.