Adjudicated Default Sample Clauses

Adjudicated Default. A Non-Defaulting Party shall have the right to terminate this Asset Management Agreement based on a default by a Defaulting Party under this Section 5.3.2 only if such default is determined to constitute an Adjudicated Default as provided below. If a Non-Defaulting Party believes that the other party has defaulted in the performance of a material obligation under this Asset Management Agreement, and that such default remains uncured following the delivery of a default notice and the expiration of the applicable cure period provided in Section 5.3.1, then such Non-Defaulting Party may deliver a written notice to the other party setting forth its intention to terminate this Asset Management Agreement pursuant to this Section (a "Termination Notice"). If the Defaulting Party desires to contest such termination, then the Defaulting Party shall so notify the Non-Defaulting Party within ten (10) Business Days after receipt of the Termination Notice, and authorized agents of each party shall meet promptly and negotiate in good faith in order to resolve such dispute. If such agents are unable to resolve the dispute within thirty (30) days after the Defaulting Party's receipt of the Termination Notice, then the Defaulting Party may institute an action in the appropriate judicial forum within thirty (30) days thereafter to determine whether the Defaulting Party has defaulted in the performance of a material obligation hereunder. An "Adjudicated Default" shall be deemed to have occurred if: (a) the parties' respective agents are unable to resolve such dispute and the Defaulting Party does not institute a judicial proceeding within thirty (30) days after its receipt of a Termination Notice; (b) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder, and the Defaulting Party does not deliver a notice of appeal to the appropriate parties within the applicable appeal period; or (c) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of~ material obligation hereunder and an appeal is perfected by the Defaulting Party within the applicable appeal period, and a second court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder. Notwithstanding anything to the contrary contained herein, the provisions of this subparagraph (c) relating to an Adjudicated Default shall not apply t...