Material Default. In the event of a material default in the performance of an Order by either Buyer or medmix, the non-breaching Party shall provide notice of the breach to the Party in default. Thereafter, the Party in default shall be granted seven (7) days to commence activities to cure such default.
Material Default. Seller shall not be in material default of any term or condition of this Agreement. The foregoing conditions are conditions precedent in favor of Buyer and may be waived by Buyer at its election.
Material Default. If Consultant materially defaults in the performance of the Agreement or materially breaches any of the provisions and does not cure the default or breach within ten (10) days of delivery of a notice thereof from Client to Consultant, Client at its sole option may terminate the Agreement by delivering a notice to Consultant. For purposes of this section, material default or breach includes, but is not limited to: (i) failure or refusal to perform in any material respect the Services when and as contemplated; (ii) repeated failure to provide timely invoices with appropriate descriptions and approved expenses as provided herein; and (iii) negligence, misconduct, an act of dishonesty, or taking an action or conducting itself in a manner contrary or inimical to Client's best business interests or reputation.
Material Default. This Agreement or a Knockout Mice Project may be terminated by either Party upon any material breach of this Agreement by the other Party, provided that any breaching Party shall be given not less than twenty (20) days prior written notice of such breach and the opportunity to cure such breach during such period.
Material Default. If Licensee shall fail after thirty (30) days written notice from Tufts to pay to Tufts any royalties or other payments and payable hereunder, or shall fail in any material way to perform any other agreement required to be performed by Licensee under this Agreement, or if any Subsidiary or sublicensee shall be in material breach of any conditions or obligations affecting Tufts and compliance with which Licensee is responsible for hereunder, or if any representation or warranty of Licensee contained in this Agreement shall prove to have been inaccurate or misleading in any material way when made (referred to collectively and individually as a “material default”), then, without limitation of and in addition to any and all other rights and remedies available to Tufts with respect to such material default, Tufts may terminate the License and Tufts’ obligations hereunder by written notice to Licensee at any time after the expiration of such thirty (30) day notice period if Licensee has not cured the material default and the effects thereof before Tufts gives such notice of termination to Licensee, unless Licensee commences arbitration proceedings hereunder to contest such material default, in which event Tufts’ right to terminate the License shall be stayed until such arbitration proceedings shall have been completed. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Material Default. The MDHHS may cancel this contract for material default of the CMHSP. Material default is defined as the substantial failure of the CMHSP to meet CMHSP certification requirements as stated in the Michigan Mental Health Code (Section 232a) or other Mental Health Code mandated provisions. In case of material default by the CMHSP, the MDHHS may cancel this contract without further liability to the state, its departments, agencies, or employees and procure services from other CMHSPs or other providers of mental health services that the department has determined can operate in compliance with applicable standards and are capable of maintaining the delivery of services within the county or counties. In canceling this contract for material default, the MDHHS shall provide written notification at least 90 days prior to the cancellation date of the MDHHS intent to cancel this contract to the CMHSP and the relevant County Board of Commissioners. The CMHSP may correct the problem during the 90 day interval, in which case cancellation shall not occur. In the event that this contract is canceled, the CMHSP shall cooperate with the MDHHS to implement a transition plan for recipients. The MDHHS shall have the sole authority for approving the adequacy of the transition plan, including providing for the financing of said plan, with the CMHSP responsible for providing the required local match funding. The transition plan shall set forth the process and time frame for the transition. The CMHSP will assure continuity of care for all people being served under this contract until all service recipients are being served under the jurisdiction of another contractor selected by the MDHHS. The CMHSP will cooperate with the MDHHS in developing a transition plan for the provision of services during the transition period following the end of this contract, including the systematic transfer of each recipient and clinical records from the CMHSP's responsibility to the new contractor.
Material Default. As used herein, a Material Default shall mean, with respect to a: (i) Monetary Default, any time during the term of the Lease when Tenant owes to Landlord an amount equal to 200% of the monthly Rent, as described herein, for a period of not less than thirty (30) days, and (ii) a Non-Monetary Default, Tenant’s failure to cure any default itemized under (23)A within ninety (90) days.
Material Default. Borrower shall, at Borrower’s sole cost and expense, give Lender prompt written notice of any default by landlord or tenant under any Major Lease of which Borrower has knowledge and which has a Material Adverse Effect.
Material Default. Promptly upon the occurrence thereof, each Borrower will give written notice to Lender of any material default under, or any proposed or threatened termination or cancellation of, any material Contractual Obligation or other material contract or agreement to which such Borrower is a party, or a material change in the relationship between such Borrower and any of its customers.
Material Default. (a) Upon a Material Default of any Unitholder, the Investors shall have the right to purchase, and the Defaulting Unitholder shall sell, transfer and assign, all Units held by such Defaulting Unitholder for a cash purchase price equal to the Total Equity Value Proceeds with respect to such Units as of the date that the Investors exercise such right. Such right shall be exercisable by the Investors by delivering written notice to the Defaulting Unitholder together with the determination of Total Equity Value Proceeds, subject to the provisions of Section 14.2, with respect to each such Unit and the Board’s determination of Fair Market Value used in such determination, along with reasonable detail and documentation supporting such determination (the “Exercise Notice”). Any such purchase and sale shall be consummated on a date selected by the Investors no less than three (3) days and no later than 60 days after the Exercise Notice is provided (or, if later, three (3) Business Days after the receipt of all required governmental approvals). For the avoidance of doubt, the parties agree that notwithstanding any issuance of a Dispute Notice, determination of Fair Market Value or payment under Section 14.2, the consummation of such purchase and sale under this Section 6.8 shall be deemed completed, with any payment under Section 14.2 to be in the nature of a post-closing adjustment.
(b) Upon a Material Default of any Unitholder that has the right to appoint or designate a Manager, such right to appoint or designate such Manager shall terminate and such Manager appointed or designated by such Defaulting Unitholder shall automatically and without any further action on the part of any party hereto be removed from the Board of Managers.
(c) Upon a Material Default of any Unitholder the Units held by such Unitholder shall no longer be entitled to vote any such Units in connection with any matter subject to a vote of Unitholders or any class thereof pursuant to this Agreement and such Units shall not be treated as outstanding in determining the number of votes required to approve any such action.
