Charitability Default definition

Charitability Default has the meaning given in Section 5(b).

Charitability Default means that the Company (i) is in material breach of any of the Global Access Commitments, including the failure to conduct the Projects as described herein, other than for reasons of technical or scientific failure not within the control of the Company and not known to the Company at or before closing of each Foundation Investment, (ii) fails to comply with the restrictions in Sections 2 and 9 of this Letter Agreement on the use of proceeds from the Foundation Investment, or (iii) fails to comply with the other related U.S. legal obligations set forth in this Letter Agreement, including the requirements set forth in Sections 6, 9, 11, and 12. Each party agrees to promptly notify the other party in writing if it becomes aware of a Charitability Default and the Company will thereafter promptly provide to the Foundation a proposed strategy to remedy the Charitability Default. Notwithstanding the foregoing, the Foundation will not lose any rights or remedies solely as a result of a failure to notify the Company after it becomes aware of a Charitability Default.

Charitability Default has the meaning set forth in Section 6(a).

Examples of Charitability Default in a sentence

• In addition, Company agrees to promptly notify the Foundation of any facts and circumstances which could reasonably cause a Charitability Default hereunder (including with respect to any Charitability Default under Section 6(a)(i) through (vi)).

• Notwithstanding anything in this GACA to the contrary, the Foundation will not lose any rights or remedies solely as a result of a failure to notify Company after it becomes aware of a Charitability Default, provided that such failure to notify shall not otherwise impede, prevent, or materially and detrimentally impact the ability and/or expense associated with Company’s cure of such Charitability Default.

• Except as to Charitability Default under Section 6(a)(vi), each Party agrees that if it becomes aware of a Charitability Default it will promptly notify the other Party, and Company shall thereafter provide to the Foundation a proposed strategy to cure the Charitability Default within forty-five (45) days of notification.

• Subject to Section 15(b), if Company fails to either cure the Charitability Default within ninety (90) days of notice of a Charitability Default (the “Cure Period”) or if such Charitability Default requires additional time to be cured as agreed by the parties (“Extended Cure Period”) and the Company fails to use reasonable and diligent efforts to cure such Charitability Default, then the Foundation will immediately be granted the Global Access License rights set forth in this Section 6.

• Notwithstanding the previous, Company’s inability to further develop, manufacture, sell or license the Product because it cannot reasonably procure rights or modify the Product as prescribed hereunder, which limitation has been reasonably verified by the Foundation, shall not be deemed a Charitability Default provided the Foundation reasonably agrees that such procurement or modification is not reasonable.

More Definitions of Charitability Default

Charitability Default means as defined in the Letter Agreement;

Charitability Default means any event in which the Corporation or, as the case may be, CureVac NL:

Charitability Default means any event in which Company: (i) commits a material breach of the Global Access Commitments; (ii) fails to comply with the restrictions on the use of funds set forth in this Agreement; or (iii) fails to comply with the U.S. tax code-related obligations set forth in Sections 9, 11 and 13 below.

Charitability Default means the Company either (i) fails to comply with the restrictions in Sections 2 and 12 of this Agreement on the use of funds from the Foundation Investment or fails to comply with the terms of Sections 9(a)-(d), 10, 13 or 14 or (ii) is in material breach of the Global Access Commitments.

Charitability Default means that Company: (i) fails to comply with the restrictions on the use of funds or the other related U.S. tax obligations set forth in the Grant Agreement or the requirements set forth in this GACA; (ii) commits a material breach of term of the Grant Agreement or this GACA; (iii) commits gross negligence, fraud or willful misconduct; or (iv) makes a strategic decision to discontinue the Product development and/or commercialization of the Product which meets the Minimum TPP; or (v) experiences a Change of Control or Transfer in violation of section 5 of this GACA; or (vi) experiences any Force Majeure Event, failure to cure or nonperformance exceeding 150 days, unless otherwise agreed to by the Parties in writing.

Charitability Default has the meaning given in Section 5(b). “Charitable Purpose” has the meaning given in Section 2(a). “Claim” has the meaning given in Section 14.

Charitability Default has the meaning set forth in Section 5(b). Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.