Sentences with phrase «material breach of this agreement»

Your failure to reasonably comply with Single Women International» efforts to audit your compliance with this Agreement shall constitute a material breach of this Agreement.

For the Court, therefore, non-compliance with provisions in this chapter could constitute a material breach of the agreement.

Termination / exit: If you are acting for the service provider, you may want to go beyond permitting termination for a material breach of the agreement (which is so broad) and actually define the types of breaches that trigger a termination right for either party, to ensure some stability and transparency.

A party is not entitled to enjoin the breach of a contract by another, unless he himself has performed what the contract requires of him so far as possible; if he himself is in default or has given cause for nonperformance by defendant, he has no standing in equity... Having committed the first breach, the general rule is that a material breach of the Agreement allows the non-breaching party to treat the breach as a discharge of his contract liability.

Not exact matches

«We have found proof of material breaches of FDA data integrity requirements in Akorn's operations, including product development,» Fresenius said in its statement on Sunday, adding that Akorn also violated other requirements of the merger agreement.

To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.

The term of the TRAs will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our rights to terminate the agreements or payments under the agreements are accelerated in the event that we materially breach any of our material obligations under the agreements (as described below).

The term of the TRAs will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our rights to terminate the agreements or payments under the agreements are accelerated in the event that we materially breach any of our material obligations under the agreements.

You agree to indemnify and hold us, our subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys» fees, made by any third party due to or arising out of your use of the Sites, the Applications, Content or Materials in violation of this Agreement and / or arising from a breach of this Agreement and / or any breach of your representations and warranties set forth above.

This agreement shall be governed by and construed in accordance with the material laws of Switzerland.All disputes controversies or differences arising out of or relating to this agreement, or breaches thereof, which can not be settled by the parties, shall be resolved, to the exclusion of the ordinary courts by a one person Arbitral Tribunal in accordance with the International Arbitration Rules of the Swiss Chamber of Commerce.

The Underwriting Agreement between the Trust and Ceros Financial Services Inc. («Ceros») provides that the Registrant agrees to indemnify, defend and hold Ceros, its several officers and directors, and any person who controls Ceros within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Ceros, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) the breach of any representations, warranties or obligations set forth herein, (iii) any omission, or alleged omission, to state a material fact required to be

Furthermore, Crytek accuses CIG of deleting Crytek logos in marketing materials and splash screens around the same time studio head Chris Roberts began calling the game's engine Star Engine rather than CryEngine, which itself was allegedly a breach of the original licensing agreement.

Could a material breach of contract be used to get an arbitration agreement thrown out?

Sometimes such an essential elements clause is linked to a non-execution clause (see this informative piece by Lorand Bartels on the issue) which explicitly allows a Party to suspend (part of) or terminate an agreement for a material breach.

The fact that the EUSFTA does not explicitly allow for cross-suspension (for instance, suspending the reduced tariff rates for certain categories of imported goods in the event of a breach of one of the environmental provisions), did not deter the Court from finding that a breach of Chapter 13 could constitute a material breach of the Treaty and therefore authorising the Parties to suspend the agreement under international treaty law.

«This agreement may be terminated: (a) by either licensor or Artpower with immediate effect if the other commits a material breach of any term of this agreement which... shall not have been remedied within... [30] working days of the receipt by the other [half] of a written notice identifying the breach and requiring its remedy... (b)... (c) by Artpower upon notice with immediate effect if:... [emphasis added].»

IEC may terminate any License Agreement if Customer breaches any material term of these Terms of Use or any License Agreement and does not cure such material breach within thirty (30) days of receiving a Termination Notice.

User agrees to defend, indemnify, and hold harmless DRIVESAFETODAY.COM, INC., its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any use of the Web Site and any Material contained therein by User or through User's account, or by User's breach of the terms of this Agreement.

INDEMNITY: You agree to defend, indemnify, and hold harmless ExecutiveTrumpet, its officers, directors, employees, and agents from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising from your use of the materials or your breach of the terms of this Agreement.

Each member further represents and covenants that: (i) it owns and / or has all necessary rights and authority to offer for rent and to rent the property listed by such member; (ii) it will not wrongfully withhold a rental deposit in breach of the underlying rental agreement; (iii) that it will accurately describe the subject rental property, will not fail to disclose a material defect in, or material information about, a rental property and will upon request, or otherwise from time to time, review the property listing content and location or geographic description to ensure it is accurate and not misleading; (iv) that it will not wrongfully deny access to the listed property; and (v) that it will not fail to provide a refund when due in accordance with the applicable cancellation policy or underlying rental agreement.