Breach of Contract clause full text

Breach of Contract

Each of the following shall constitute a material breach of this Agreement (each, a “Breach”):

(a) any failure by a Party to duly, fully and timely perform any material obligation under this Agreement in accordance with its express terms, including any failure to perform in the agreed quantity, quality, scope or manner;

(b) any breach of, or failure to comply with, any representation, warranty or covenant made by a Party under this Agreement, which proves to have been untrue, inaccurate, incomplete or misleading when made or deemed repeated, and which materially affects the contractual balance or the legitimate expectations of the other Party;

(c) any act or omission, whether intentional or negligent, which materially frustrates, defeats or renders impossible the achievement of the purpose of this Agreement, or substantially deprives the non-breaching Party of the benefit it was entitled to expect under this Agreement; or

(d) any repeated, persistent or systematic failure to perform obligations under this Agreement which, taken individually or cumulatively, has or is reasonably likely to have a material adverse effect on the rights, interests or economic position of the non-breaching Party.

Except in the case of a Breach which is incapable of remedy or which, by its nature, cannot be remedied within a reasonable period, the non-breaching Party shall notify the breaching Party in writing of the Breach, specifying the nature, scope and consequences of the Breach in reasonable detail and granting an appropriate additional period for performance.

The breaching Party shall have a period of thirty (30) days from receipt of such notice, or such longer period as may be reasonably required in light of the nature of the Breach, provided that the breaching Party has commenced remedial actions within such initial thirty (30) day period and is diligently and continuously pursuing the remedy of the Breach. Any cure shall be effected in a manner that restores performance in conformity with this Agreement and to the reasonable satisfaction of the non-breaching Party.