Purchaser Material Default Sample Clauses
The Purchaser Material Default clause defines what constitutes a significant breach or failure by the purchaser to fulfill their obligations under the agreement. Typically, this clause outlines specific actions or omissions by the purchaser—such as failure to make required payments, provide necessary information, or complete agreed-upon steps within set timeframes—that would be considered material defaults. Its core function is to clearly identify the circumstances under which the seller may seek remedies, such as terminating the contract or seeking damages, thereby allocating risk and ensuring both parties understand the consequences of serious non-performance by the purchaser.
Purchaser Material Default. This Agreement shall automatically terminate if a Purchaser Material Default as defined below in subsections (b), (c) or (d)(i) occurs. If a Purchaser Material Default as defined below in subsections (a) or (d)(ii) occurs and, in the case of (a) below, continues for a period of [***] days after Spectrum has delivered written notice to Purchaser stating the specific Purchaser Material Default and citing this Section 13.3.1, then subject to Section 13.3.2 below, Spectrum may terminate this Agreement by providing written notice to Purchaser. In the event this Agreement terminates under this Section 13.3.1, (i) all Acquired Assets as defined in this Agreement transferred to Purchaser (to the extent such assets remain in existence and to the extent of the then right, title and interest of Purchaser or its Affiliates in such assets) and all licenses granted to Purchaser under this Agreement or any Ancillary Agreement and all other rights granted to Purchaser hereunder or thereunder shall automatically terminate and revert to Spectrum and Purchaser shall, and shall cause its Affiliates to, execute all documents reasonably requested by Spectrum to support such reversions, and (ii) Purchaser shall have no further payment obligations to Spectrum under this Agreement, except for payment obligations arising on or prior to the Termination Date. It shall be a “Purchaser Material Default” by Purchaser under this Section 13.3 if any of the following occurs:
(a) Purchaser has breached or violated in any material respect any of its covenants, obligations and agreements contained in this Agreement (including Purchaser’s failure to timely pay any payments under this Agreement or payments required to be made under any of the Ancillary Agreements after resolution of any disputed payments issues in accordance with the terms and conditions of any such Ancillary Agreement);
(b) Purchaser or any of its Affiliates connected to the Licensed Business (the “Purchaser Related Affiliates”) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of Purchaser or any of its Purchaser Related Affiliates or of any substantial part of the assets of Purchaser or any of its Purchaser Related Affiliates or shall commence any case or other proceeding relating to Purchaser or any of its Purchas...
Purchaser Material Default. Upon the occurrence of a Purchaser Material Default, the Supplier shall have the right to terminate this Agreement immediately or at such other date specified under this Agreement and to seek all other remedies available under law or in equity.
Purchaser Material Default. A “Purchaser Material Default” shall occur upon the Purchaser’s failure to pay an amount specified in this Agreement due to the Supplier under this Agreement within fifteen (15) Business Days after receiving written notice thereof from the Supplier (such notice to be accompanied by copies of invoices, shipping manifests and other relevant documentation supporting the Supplier’s claim for payment), other than the portion of any payment hereunder that is the subject of a pending good faith dispute identified by the Purchaser in a written notice delivered to the Supplier following receipt of an invoice and before such payment is due to the Supplier. *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Purchaser Material Default. A “Purchaser Material Default” shall occur upon the Purchaser’s failure to pay an amount specified in this Agreement due to the Supplier under this Agreement within fifteen (15) Business Days after receiving written notice thereof from the Supplier (such notice to be accompanied by copies of invoices, shipping manifests and other relevant documentation supporting the Supplier’s claim for payment), other than the portion of *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any payment hereunder that is the subject of a pending good faith dispute identified by the Purchaser in a written notice delivered to the Supplier following receipt of an invoice and before such payment is due to the Supplier.