Material Breach

Material Breach. A willful or grossly negligent failure to perform the Executive's duties as set forth in this Agreement.

Material Breach. Means that either party fails to carry out its obligations as set forth in this Agreement. Examples of Material Breach include, but are not limited to, the failure of the SYSTEM to perform substantially in accordance with the documentation such that the operations of the Customer are impacted OR the failure of the Customer to make undisputed payments.

Material Breach. Means: (i) Stockholder's breach of any of such Stockholder's fiduciary duties to the Company, its subsidiaries or its stockholders or making of a willful misrepresentation or omission which breach, misrepresentation or omission would reasonably be expected to materially adversely affect the business, properties, assets, condition (financial or other) or prospects of the Company or its subsidiaries; (ii) Stockholder's willful, continual and material neglect or... failure to discharge such Stockholder's duties, responsibilities or obligations prescribed by this Agreement or of any other agreement between the Company or its subsidiaries or by the Company (other than arising solely due to physical or mental disability); (iii) Stockholder's habitual drunkenness or substance abuse which materially interferes with such Stockholder's ability to discharge such Stockholder's duties, responsibilities or obligations prescribed by the Company or its subsidiaries; (iv) Stockholder's violation of any non-competition, non-disparagement or confidentiality agreement with the Company or its subsidiaries, including without limitation, those set forth in SECTION 8 of this Agreement, or any other agreements with the Company or its subsidiaries; and (v) Stockholder's gross neglect of such Stockholder's duties and responsibilities, as determined by the Company's Board of Directors; in each case, for purposes of clauses (i) through (v), after the Company or the Board of Directors has provided such Stockholder with 60 days' written notice of such circumstances and the possibility of a Material Breach in reasonable detail, and such Stockholder fails to cure such circumstances and Material Breach within those 60 days. No act or omission shall be deemed gross neglect if done, or omitted to be done, in good faith by such Stockholder based upon a resolution duly adopted by the Company's Board of Directors. View More

Material Breach. Means the definition of "Material Breach" included in the Employment Agreement.

Material Breach. Shall mean a breach of this Agreement serious enough to destroy the value of the contract and to give a basis for an action for breach of contract.

Material Breach. Means a failure of a party to perform an express covenant or obligation under this Agreement or a breach of a representation or warranty of a party which failure or breach has had or would reasonably be expected to have a material adverse financial consequence to the non-failing or non-breaching party.

Material Breach. Means a material, uncured breach of this Agreement.

Material Breach. Shall be defined as a breach which significantly impairs the value of the other party's bargained for benefits under this Agreement or which causes or threatens to cause significant continuing financial or other injury to the other party.

Material Breach. Means: (i) the Participant's breach of any of such Participant's fiduciary duties to the Company, its Related Companies or its shareholders or making of a willful misrepresentation or omission which breach, misrepresentation or omission would reasonably be expected to materially adversely affect the business, properties, assets, condition (financial or other) or prospects of the Company or its subsidiaries; (ii) the Participant's willful, continual and material neglect or failure to... discharge such Participant's duties, responsibilities or obligations prescribed by this Agreement or of any other agreement between the Company or its Related Companies or by the Company (other than arising solely due to physical or mental disability); (iii) the Participant's habitual drunkenness or substance abuse which materially interferes with such Participant's ability to discharge such Participant's duties, responsibilities or obligations prescribed by the Company or its Related Companies; (iv) the Participant's violation of any non-competition, non-disparagement or confidentiality agreement with the Company or its direct or indirect subsidiaries, including without limitation, those set forth in Section 12 of this Agreement, or any other agreements with the Company or its direct or indirect subsidiaries; and (v) the Participant's gross neglect of such Participant's duties and responsibilities, as determined by the Company's Board of Directors; provided; for purposes of clauses (i)-(iv) above, to the extent such conduct is able to be remedied or cured by the Participant, and such conduct is not cured or remedied after the Company or the Board of Directors has provided the Participant with thirty (30) days' written notice of such circumstances and the possibility of a Material Breach in reasonable detail, and the Participant fails to cure such circumstances and Material Breach within those thirty (30) days. No act or omission shall be deemed gross neglect if done, or omitted to be done, in good faith by the Participant based upon a resolution duly adopted by the Company's Board of Directors. Whether a breach can be cured or remedied shall be determined by the Board of Directors in its sole discretion. View More

Material Breach. Any Breach that is important, substantial or significant.