Default; Breach. A “Default” is defined as a failure by Tenant timely to comply with or perform any of the terms, covenants, conditions or rules under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Tenant to cure such Default within any applicable grace period:
Breach. You agree that upon any breach of this Agreement you will forfeit all amounts paid or owing to you under this Agreement. Further, you acknowledge that it may be impossible to assess the damages caused by your violation of the terms of Sections 5, 6, 7 and 8 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement will constitute immediate and irreparable injury to the Company. You therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorneys’ fees, incurred by the Company in enforcing the terms of this Agreement.
Breach. The Company’s obligation to provide the Termination Payments is expressly conditioned on you fully complying with your obligations under this Agreement, the Employment Agreement, and any other continuing contractual obligations you owes to the Company. In the event that you breach any such obligations, the Company shall have the right to discontinue all further Termination Payments.
Breach. The Employee acknowledges that if the Employee materially breaches or threatens to materially breach any provision of this Agreement or the Release and/or commences a suit or action in contravention of this Agreement (except as outlined in paragraph 7 above) or the Release, [[ViewRay:Organization]]’s obligations to pay the Severance Package shall immediately cease and [[ViewRay:Organization]] shall be entitled to all other remedies allowed in law or equity, including but not limited to the return of any payments made to the Employee under this Agreement. Further, nothing in this Agreement shall prevent [[ViewRay:Organization]] from pursuing an injunction to enforce the provisions of paragraphs 4, 5, and 6 above. However, nothing in this paragraph regarding the return of monies is intended to, nor shall be construed to abrogate any contrary rights under the ADEA.
Breach. Grantee acknowledges and agrees that if Grantee should breach any of the covenants, restrictions and agreements contained herein, irreparable loss and injury would result to the Company, and that damages arising out of such a breach may be difficult to ascertain. Grantee therefore agrees that in the event of any such breach, all vested and unvested Performance Units covered by this award shall be immediately forfeited and cancelled and, in addition to all other remedies provided at law or at equity, the Company may petition and obtain from a court of law or equity all necessary temporary, preliminary and permanent injunctive relief to prevent a breach by Grantee of any covenant contained in these Terms and Conditions.
Breach. Bluebird will have the right to terminate this CCPS Agreement in full upon delivery of written notice to [[Celgene Corp:Organization]] in the event of any material breach by [[Celgene Corp:Organization]] of any terms and conditions of this CCPS Agreement in a manner that fundamentally frustrates the transactions contemplated by this CCPS Agreement, provided that such termination will not be effective if such breach, has been cured within after written notice thereof is given by Bluebird to [[Celgene Corp:Organization]] specifying the nature of the alleged breach (or, if such default cannot be cured within such after such notice if [[Celgene Corp:Organization]] commences actions to cure such default within such and thereafter diligently continues such actions, but fails to cure the default by the end of such ; provided, however, that to the extent such material breach involves the failure to make a payment when due, such breach must be cured within after written notice thereof is given by Bluebird to [[Celgene Corp:Organization]].
Breach. Employee acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement and shall entitle the Company immediately to recover and/or cease the consideration payments provided to Employee under this Agreement.
Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement or the Supplemental Release (unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the waiver under the ADEA in the Supplemental Release) or of any provision of the Confidentiality Agreement, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law, provided, however, that the Company shall not recover One Hundred Dollars ($100.00) of the consideration already paid pursuant to Section 1.b of this Agreement, and such amount shall serve as full and complete consideration for the promises and obligations assumed by Employee under this Agreement and the Confidentiality Agreement.
Breach. Upon Employee’s breach of this Agreement, including Sections 3 (return of documents and things), 4 (representations and warranties), 7 (non-disparagement), 8 (confidentiality), 9 (confidentiality of business information), 10 (non-solicitation), or 13 (cooperation), in addition to such other remedies as may be available at law or in equity, # the Company shall be entitled to cease immediately, without further obligation, providing the Severance Payment, to the extent not yet completed, and # Employee shall repay the Company the full amount of those portions of the Severance Payment already provided to Employee, in all cases with this Agreement otherwise remaining in full force and effect.
Breach. In the event that either Party (the “Breaching Party”) materially breaches this Agreement, in addition to any other right or remedy the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement in its entirety by providing sixty (60) days’ prior written notice or (except as specified in the last sentence of this [Section 13.2.1]) by providing thirty (30) days’ prior written notice with respect to any breach of any payment obligation hereunder (the “Termination Notice Period”) to the Breaching Party specifying the nature of the breach and stating its intention to terminate this Agreement if such breach is not cured (the “Termination Notice”); provided that # the termination shall not become effective at the end of the Termination Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Termination Notice Period (or, if such breach (other than a payment breach) cannot be cured within the Termination Notice Period, if the Breaching Party commences actions to cure such breach within the Termination Notice Period and thereafter diligently continues such actions; provided further that such breach is cured within one (1) year after the receipt of the Termination Notice); # in the event of a good faith dispute as to whether performance has been made by either Party pursuant to this Agreement, including any good faith dispute as to payments due under this Agreement (other than the payment required pursuant to [Section 6.1]), the relevant cure period with respect thereto will be tolled from the date the Breaching Party notifies the Non-Breaching Party of such good faith dispute and through the resolution of such dispute in accordance with the applicable provisions of this Agreement (provided, that if such dispute relates to payment, the cure period will only apply with respect to payment of disputed amounts, and not with respect to undisputed amounts); and # it is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder. For clarity, the Termination Notice Period with respect to any payment breach (other than under [Section 6.1(a)(ii)]) shall be thirty (30) days and the Breaching Party shall have the right to cure a payment breach only within the applicable Termination Notice Period, subject to the tolling provision of this [Section 13.2.1]; provided that the tolling provision of this [Section 13.2.1] shall not apply to any breach of [Section 6.1]. There shall be no Termination Notice Period with respect to any payment breach under [Section 6.1(a)(ii)].
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