Material Defaults. Other than payments due but not yet 30 days or more delinquent there is (A) no material default, breach, violation or event of acceleration existing under the related Mortgage Note or each related Mortgage, and (B) since the date of origination of such Mortgage Loan, there has been no declaration by the Mortgage Loan Seller of an event of acceleration under the related Mortgage or Mortgage Note, and (C) Mortgage Loan Seller has not received notice of any event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration under any of such documents; the Mortgage Loan Seller has not waived any other material default, breach, violation or event of acceleration under any of such documents; and under the terms of each Mortgage Loan, each related Mortgage Note, each related Mortgage and the other loan documents in the related Mortgage File, no person or party other than the holder of such Mortgage Note may declare an event of default or accelerate the related indebtedness under such Mortgage Loan, Mortgage Note or Mortgage; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any representation and warranty made by the Mortgage Loan Seller elsewhere in the Mortgage Loan Purchase and Sale Agreement.
Material Defaults. (a) In the event that Sprint believes Amdocs has committed a Default described in clause (f) of Section 12.1.58 (Default) hereunder or either Party believes the other Party has committed a Default described in clause (c) of Section 12.1.58 (Default) hereunder (each referred to hereinafter as a “Material Default”), the Party asserting that such Material Default has been committed will provide the other Party with written notice of such claim, and within [**] calendar days of the date of such notification the matter will be submitted to arbitration in accordance with Section 13.6 (Governing Law and Jurisdiction). The purpose of such arbitration will be to determine, assuming the truth of all claims of the Party asserting that such Material Default has been committed, whether the other Party’s failure or breach is “material” for purposes of clause (c) or (f) of Section 12.1.58 (Default), as the case may be. The Arbitrators will make its initial determination of materiality, and if the Arbitrators confirms that the asserted failure or breach is “material,” then the Arbitrators must determine whether the asserted Material Default was in fact committed and was not cured within the applicable cure period therefor, if any (i.e., that the conditions of a Default under clause (f) or clause (c), as the case may be, of Section 12.1.58 (Default) were met). If the Arbitrators determine that a Party did in fact commit a Material Default, or the Arbitrators fail to render a determination within [**] months of the original notification as to whether such Material Default was in fact committed, then the Party asserting such Material Default will have the right to terminate this Agreement. The [**] month time limit during which the Arbitrators must determine whether a Party has in fact committed a Material Default will be reduced by the number of days in excess of [**] elapsing between the date of the original notice described above and the date of the Arbitrators’ initial threshold determination of materiality.
(b) In the event that the Arbitrators rule that a Material Default has been committed by a Party, the other Party may initiate the termination by sending the other Party a Termination Notice specifying a Termination Date, provided that such Termination Date will be [**] days or more subsequent to the date of such Termination Notice. Termination will be effective at 11:59 p.m. on the Termination Date, and, in the event of such a termination, Amdocs will perform its Di...
Material Defaults. Parent is not in material default, or alleged to be in default, under any material agreement, contract, lease, mortgage, commitment, instrument or obligation, and no other party to any agreement, contract, lease, mortgage, commitment, instrument or obligation to which Parent is a party is in default thereunder, which default would materially and adversely affect the properties, assets, business or prospects of Parent.
Material Defaults. Neither the Company, Trussnet nor, to the best Knowledge of the Company and Trussnet, the Chinacomm Parties is in default, or alleged to be in default, under any material agreement, contract, lease, mortgage, commitment, instrument or obligation, and to the best Knowledge of the Company and Trussnet of no other party to any agreement, contract, lease, mortgage, commitment, instrument or obligation to which the Company is a party is in default thereunder, which default would have a Materially Adversely Effect upon the properties, assets, business or prospects of the Company, Trussnet or the Chinacomm Parties.
Material Defaults. The Company and each of its Subsidiaries shall not have failed to perform (and not cured within the applicable grace or cure period) any material payment or other obligation that arises under any agreement or instrument that is material to conduct of business of the Company and its Subsidiaries taken as a whole, except for any obligation disputed by the Company or its Subsidiaries in good faith (provided that the Holders are not materially adversely affected by any such dispute).
Material Defaults. Company is not in material default, or alleged to be in default, under any material agreement, contract, lease, mortgage, commitment, instrument or obligation, and no other party to any agreement, contract, lease, mortgage, commitment, instrument or obligation to which Company is a party is in default thereunder, which default would materially and adversely affect the properties, assets, business or prospects of Company.
Material Defaults. Merger Sub is not in material default, or alleged to be in default, under any material agreement, contract, lease, mortgage, commitment, instrument or obligation, and no other party to any agreement, contract, lease, mortgage, commitment, instrument or obligation to which Merger Sub is a party is in default thereunder, which default would materially and adversely affect the properties, assets, business, or prospects of Merger Sub.
Material Defaults. Subject to the provisions regarding material default in Sections 2.1.2, 3.1.2, 3.1.3, 4.4.17, 7.1.1, 7.1.2 and 7.2.2, notwithstanding anything herein to the contrary, in the event that this Agreement is terminated and at the time of such termination both Purchaser and either or both Seller(s) are in material default hereunder, (a) if Purchaser was in material default before Sellers or the applicable Seller, Sellers shall retain the Xxxxxxx Money in accordance with the applicable terms of this Agreement, or (b) if the Seller or Sellers were in material default before Purchaser, the Xxxxxxx Money shall be returned to Purchaser in accordance with the applicable terms of this Agreement.
Material Defaults. As of the Effective Date, there are no material defaults by City under this Agreement or to City’s knowledge, events that with the passage of time would constitute a material default of City under this Agreement.
Material Defaults. (a) Cytogen may terminate this Agreement at any time upon Berlex's unexcused failure to make payments due to Cytogen pursuant to this Agreement, and the continuation of such failure for more than sixty (60) days after delivery of written notice to Berlex of such failure. In the case of Berlex's failure to make payments, this termination right of Cytogen shall not be applicable if there exists a legitimate dispute as to whether there is a payment due form Berlex to Cytogen, or as to the amount of any such payment (provided, however, that in the case of a dispute as to the amount of a payment, Berlex shall pay to Cytogen the amount that Berlex contends that it owes to Cytogen).
(b) Cytogen may terminate this Agreement at any time upon Berlex's failure to use reasonable commercial efforts to commercialize and market the Product under Article IV and upon the continuation of such failure for more than sixty (60) days after delivery of written notice to Berlex of such failure, except where such failure of Berlex is a result of the failure of Cytogen or a Third Party manufacturer or distributor to meet its obligations as defined in this Agreement or due to circumstances beyond the reasonable control of Berlex pursuant to Section 15.17. The following actions or inaction, without limitation as to any other material breach, shall be deemed to constitute failure to use reasonable commercial efforts to develop, commercialize and market the Product: (i) Maintaining a sales force of fewer than fourty (40) competent, trained sales force personnel assigned to oncology-related products after the date specified in Section 4.10 (f). This number may include sales support staff. The Parties recognize that from time to time there may be temporary reductions in the number of Berlex sales employees assigned to oncology-related products due to resignation, reassignment, illness, leave, etc. Berlex will endeavor to keep such temporary reductions to a minimum, but such temporary reductions which result in less than 40 sales employees assigned to the Product shall not be a breach of this Agreement; (ii) Failure to position the Product during sales details as required under Section 4.10 (f), and thereafter, in a position as to actively promote the Product; and (iii) Marketing in the United States by Berlex of a pharmaceutical product that directly competes with the Product on the basis of FDA approved labeled indications.
(c) Berlex may terminate this Agreement on written notice to Cy...
