Certain Events of Default. The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:
Section 5(a) (i) (Failure to Pay or Deliver) will apply to Party A and Party B. Section 5(a)(ii) (Breach of Agreement) will not apply to Party A or Party B. Section 5(a)(iii) (Credit Support Default) will not apply to Party A or Party B. Section 5(a)(iv) (Misrepresentation) will not apply to Party A or Party B. Section 5(a)(v) (Default under Specified Transaction) will not apply to Party A or Party B. Section 5(a)(vi) (Cross Default) will not apply to Party A or Party B. Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B; provided that clause (2) thereof shall not apply to Party B. Section 5(a)(viii) (Merger without Assumption) will apply to Party A and Party B.
Certain Events of Default. The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:
Section 5(a) (i) (Failure to Pay or Deliver) will apply to Party A and Party B.
Certain Events of Default. The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:
Certain Events of Default. Subject to Part 1(h) below, the following Events of Default will apply to the parties as specified below, and the definition of "Event of Default" in Section 14 is deemed to be modified accordingly:
Section 5(a) (i) (Failure to Pay or Deliver) will apply to Party A and Party B. Section 5(a)(ii) (Breach of Agreement) will apply to Party A and will not apply to Party B; except that Section 5(a)(ii) will not apply to Party A with respect to Party A's failure to comply with Part 5(b) herein. Section 5(a)(iii) (Credit Support Default) will apply to Party A and will not apply to Party B, unless Party A has posted collateral under the Credit Support Annex, in which case Section 5(a)(iii)(1) will apply to Party B solely in respect of Party B's obligations under Paragraph 3(b) of the Credit Support Annex. Section 5(a)(iv) (Misrepresentation) will apply to Party A and will not apply to Party B. Section 5(a)(v) (Default under Specified Transaction) will not apply to Party A or Party B. Section 5(a)(vi) (Cross Default) will apply to Party A and will not apply to Party B. "Specified Indebtedness" shall have the meaning specified in Section 14 of this Agreement and "Threshold Amount" means 3% of shareholder's equity of the Relevant Entity. Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B; provided that in respect of Party B, (i) clause (2) thereof shall not apply, (ii) clause (4) thereof shall not apply to Party B to the extent that the relevant proceeding is instituted by a Relevant Entity in breach of Party A's agreement in Part 5(g) of this Schedule, (iii) the words "seeks or" shall be deleted from clause (6) thereof and any appointment that is effected by or pursuant to the PSA and/or any other document pertaining thereto (collectively with the PSA, the "Transaction Documents") shall not constitute an Event of Default under such clause (6), (iv) clause (7) thereof shall not apply, (v) clause (8) thereof shall apply only to the extent not inconsistent with clauses (i) to (iv) of this sentence and (vi) clause (9) thereof shall not apply. Section 5(a)(viii) (Merger without Assumption) will apply to Party A and will not apply to Party B. Notwithstanding anything to the contrary in Sections 5(a)(i) and 5(a)(iii) of this Agreement, any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under any Credit Support Document shall not be an Event of Default under Section 5(a)(i) or Section 5(a)(iii) unless (A)...
Certain Events of Default. Section 11.1.
Certain Events of Default. 30 Section 11.1. Additional Events of Default................................30 Section 11.2. Waiver of Existing Defaults.................................30 ARTICLE XII MISCELLANEOUS...............................................30
Certain Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default":
(A) Variagenics shall fail to pay this Note or any portion thereof when due;
(B) Quintiles shall terminate this Agreement pursuant to Section 8;
(C) Variagenics shall fail to pay when due, whether by scheduled maturity, acceleration or otherwise, any material indebtedness under Senior Debt or any other default or event of default shall occur under the terms of any agreement or instrument pursuant to which Variagenics has incurred any Senior Debt, as a result of which default such Senior Debt shall be declared to be due and payable prior to the stated maturity thereof;
(D) Variagenics shall (i) file a voluntary petition or commence a voluntary case seeking liquidation, reorganization, dissolution, arrangement, readjustment of debts or any other relief under the U.S. Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, (ii) consent to the appointment of or taking possession by a custodian, trustee, receiver or similar official for or of all or a substantial part of its properties, (iii) fail generally to pay its debts as they become due or admit in writing its inability to pay its debts generally as they become due, or (iv) make a general assignment for the benefit of creditors; or Variagenics shall take any action to authorize or approve any of the actions described above;
(E) Any involuntary petition or case shall be filed or commenced against Variagenics seeking liquidation, reorganization, dissolution, arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver or similar official for it or all or a substantial part of its properties or any other relief under the U.S. Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which petition or case is not dismissed, bonded or discharged within 60 days of the date of filing; or an order for relief (including, without limitation, the appointment of a custodian, trustee, receiver or similar official) shall be entered in any such proceeding, which order is not immediately stayed or made subject to other similar relief; or
(F) the dissolution, liquidation or termination of Variagenics. Upon and at any time after the occurrence and during the continuance of any Event of Default, Quintiles may (i) declare in writing all or any part of the Note or the Advances to be immediately du...
Certain Events of Default. Each of the following shall constitute an Event of Default hereunder and under each Note: (i) any failure to pay when due any amount of principal or interest in accordance with the terms of this Agreement or of any Note, and the continuation of such default without cure for a period of ten (10) calendar days after written notice by Lender of the occurrence of such default; (ii) any failure to pay when due any other amount payable to Lender under the terms of this Agreement or of any Note, and the continuation of such default without cure for a period of ten (10) calendar days after written notice by Lender of the occurrence of such default; (iii) any default by Borrower in the performance or observance of any covenant or agreement contained in this Agreement or in any Note, or in any other agreement made in connection herewith or therewith, or in any other agreement or instrument delivered to Lender in connection with this Agreement or any Note, and the continuation of such default without cure for a period of ten (10) calendar days after written notice by Lender of the occurrence of such default; (iv) any representation or warranty made by Borrower to Lender, or any representation, statement, certificate, schedule or report made or furnished to Lender on behalf of Borrower, is false or erroneous in any material respect at the time of its making or otherwise ceases to be accurate in any material respect; (v) Borrower applies for or consents to the appointment of a receiver, trustee or liquidator of its properties, or admits in writing its inability to pay debts as they mature, or makes a general assignment for the benefit of creditors, or any material part of Borrower’s assets or properties is placed in the charge of a receiver, trustee or other officer or representative of a court or of creditors; (vi) Borrower is adjudged a bankrupt, or any voluntary proceeding is instituted by Borrower in insolvency or bankruptcy or for readjustment, extension or composition of debts, or for any other relief of debtors; (vii) any involuntary proceeding is instituted against Borrower in insolvency or for readjustment, extension, or composition of debts, which proceeding is not dismissed within ninety (90) days after the filing of the same; (viii) entry by any court of a final judgment against Borrower, or the institution of any levy, attachment, garnishment or charging order against Borrower, which has a material adverse effect, as determined by Lender in Lender’s reason...
Certain Events of Default. The following Events of Default will apply to the parties as specified below, and the definition of "Event of Default" in Section 14 is deemed to be modified accordingly:
Section 5(a) (i) (Failure To Pay or Deliver) will apply to Party A and will apply to Party B. Section 5(a)(ii) (Breach of Agreement) will apply to Party A and will apply to Party B. Section 5(a)(iii) (Credit Support Default) will not apply to Party A or Party B. Section 5(a)(iv) (Misrepresentation) will apply to Party A and will apply to Party B. Section 5(a)(v) (Default Under Specified Transaction) will not apply to Party A or Party B.
Certain Events of Default. If an Event of Default specified in ------------------------- clause (c), (e), or (f) of Section 4.1 shall occur and be continuing, then, at the request of the Majority Holders, the Company shall use all commercially reasonable efforts (a) to sell, license or otherwise dispose of the Products and the Competitive Products and the Company's interests therein as they relate to the Territory, subject to the terms and requirements of the Security Agreement and the Patent and Trademark Security Agreement, for a cash consideration at least equal to the fair market value thereof or (b) to complete one or more financing transactions to provide cash to the Company to enable it to repay or redeem this Note and the Other Notes in accordance with their terms on the earliest date on which the Company is permitted to do so and, if such Event of Default involves a violation by the Company of Section 3.2, to cure such violation.
