No Material Breach. It will not be a material breach of this Agreement by Patheon under Section 8.2(a) if the Actual Annual Yield is less than the Target Yield.
No Material Breach. There shall have been no material breach by Seller in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing.
No Material Breach. It will not be a material breach of this Agreement by Patheon under Section 8.2(a) if the Actual Annual Yield is less than the Target Yield. But Client will be released from the Exclusivity Obligation set forth in Section 2.1.1 if the Actual Annual Yield falls more than [***] below the Target Yield in any Year.
No Material Breach. For clarity (and without modification of the standards for determining material breach that would normally apply to this Agreement), the Parties agree that, if the Actual Annual Yield is less than the Target Yield for a given Year, this fact will not by itself constitute a material breach of the Agreement by Manufacturer.
No Material Breach. There shall not have been any material breach of any of the representations or warranties made by the Seller pursuant to Sections 4.1 or 4.2 in connection with any previous Closing.
No Material Breach. The Company shall not be in material breach of its obligations to BSC under this Agreement or any Note;
No Material Breach. Genesis shall have performed in all material respects all of its obligations and covenants contained in this Agreement to be performed by it at or prior to the Closing.
No Material Breach. Each Sponsor shall have performed in all material respects all of its obligations and covenants contained in this Agreement to be performed by it at or prior to the Closing.
No Material Breach. The Company shall be in compliance in all material respects with its covenants and other obligations under this Agreement, the Stockholders Agreement, the Contingent Value Right Agreement and the Registration Rights Agreement. The Company shall have satisfied the conditions of (i) Section 7.1(a) at the Initial Closing, (ii) Section 7.2(a) at the Second Closing, and (iii) Section 7.3(a) at all Closings.
No Material Breach. Notwithstanding the foregoing, any failure by Merck to fulfill the development, commercialization and information obligations set forth in this Section 6.5 with respect to any Program Compound shall not be deemed a material breach of this Agreement, to the extent that such failure results [ * ].
