Major Default. The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.
Major Default. Major defaults shall be limited to:
1. Failure of Metro West Ambulance to operate the ambulance service in substantial compliance with applicable Federal, State and County laws, rules and regulations or as may be amended.
2. Supplying false or misleading information or information so incomplete as to mislead.
3. Willfully falsifying data supplied to the County during the term of this Agreement.
4. Failure to provide an employee handbook and benefit package which promote and allow for a positive work environment and stable work force.
5. Failure to meet the performance standards as set forth in Code, Rule or this Agreement.
6. Failure to maintain equipment in accordance with the maintenance practices proposed and accepted or to replace equipment in accordance with the proposed and accepted equipment replacement policy except as extended use is approved by the County.
7. Failure of Metro West Ambulance to furnish key personnel of the quality and experience proposed.
8. Suspension or revocation of ambulance license issued by the State of Oregon or Washington County.
9. Filing of Chapter 7 or Chapter 11 bankruptcy (Title 11, U.S.C.), voluntary or involuntary bankruptcy, general assignment for the benefit of creditors, and appointment of a trustee.
10. Failure to meet response time requirements as determined by Administrative Rule. If the County changes response areas or response time requirements (not to include expanding response areas to meet the Urban Growth Boundary as established by Metro,) an adequate period of time shall be given, at the discretion of the County, for Metro West Ambulance to modify their system status management and/or deployment plan. During this period of time major default and liquidated damage assessments will be suspended.
11. A second occurrence of failure to respond to a 911 call to which an ambulance is dispatched in any one day, to be measured from 12:00 AM to 11:59 PM. A failure to respond shall not be counted against this standard, if due to an event determined, in the discretion of the County, to be beyond the control of Metro West Ambulance, and Metro West Ambulance has not reduced the number of ambulances below the number called for in Metro West Ambulance’s SSM plan, has activated all appropriate mutual aid agreements and has, in the sole discretion of the County, taken all reasonable steps to increase available resources, such as staffing and equipping reserve units and calling staff in to work. Unless the second occurren...
Major Default. (a) After giving effect to the issuance of the Notes and the other Transactions contemplated by the Transaction Documents, no default is continuing or would result therefrom under Sections 6.4 (Taxes), 6.6 (Corporate Existence), 6.8 (Incurrence of Additional Debt), 6.9 (Restricted Payments), 6.10(a) (Liens), 6.11 (Asset Sales), 6.12 (Merger, Consolidation and Acquisition), 6.17 (Issuance or Sale of Capital Stock of Subsidiaries), 6.20 (Impairment of Security Interest) or 6.25 (Governmental Approvals and Licenses) or clauses (a), (b), (g), (h), (m), (o) or (r) of Section 7.1 (Events of Default), in each case, with respect to any Note Party other than the Company and its Subsidiaries.
(b) There shall be no default under or breach of any obligation required to be performed by the Company under the Merger Agreement or any representation or warranty made by the Company being incorrect or misleading and which in either case permits the Parent or Merger Sub to terminate the Merger Agreement, and no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.
Major Default. No Major Default shall have occurred and be continuing.
Major Default. Each of the events set out in this clause 29.5 is a major default by the Concessionaire, whether or not the cause is beyond the control of the Concessionaire or any other person:
(a) (Revenue) in any 2 consecutive Financial Years, after the first Financial Year of the Term, the Actual Annual SNP Revenue for a Financial Year is less than 85% of the Forecast Annual SNP Revenue for that relevant Financial Year;
(b) (Default not remedied) the Concessionaire fails to remedy a Default within the Cure Period, as required under the relevant Default Notice under clause 29.2;
(c) (Default not capable of remedy) where there is a Default, and the RTA reasonably believes that the Default is not capable of remedy;
(d) (Wilful breach) a material wilful breach by the Concessionaire of any obligation under this agreement;
(e) (Multiple Defaults) the occurrence of 2 or more Defaults within a Financial Year, for each of which the Concessionaire has been given a Default Notice;
(f) (Event of Insolvency) an Event of Insolvency occurs in respect of:
(i) the Concessionaire;
(ii) while they are members of the Concessionaire Group:
A. LicenSys Pty Ltd (ACN 057 588 137); or
B. the trustee of the Ian Trust from time to time;
(g) (Assignment) an assignment by the Concessionaire of any of its rights, title or interest in or under this agreement in breach of clause 44.1; or
(h) (Change in control) a Change of Control Event occurs in breach of clause 45.
Major Default. Default impacting an essential function of the Product without preventing totally its use.
Major Default. In the event of a major default and the failure to cure the same as set forth in Section 6.2, ETMC EMS shall transfer its responsibilities within seventy-two
Major Default. 11.1. Each of the following events shall constitute a “Major Default” for the purposes of this Agreement:
a) breach of the exclusivity and non competition provisions defined in Articles 10.1 and 10.2 of this Agreement by either of the Parties;
b) breach of any of the contractual voting conventions defined in the Agreement;
c) any transfer, attempted transfer or disposal of shares of the COMPANY in violation of this Agreement; and
d) failure to comply with the provisions of the Deadlock clause in Article (9) of this Agreement.
Major Default. No Major Default has occurred and is continuing.
Major Default. Debtor shall be in default under this Agreement upon the happening of any Major Default under the Restructuring Agreement.
