Common use of Material Default Clause in Contracts

Material Default. After Closing, this Agreement shall automatically terminate if a Material Default as defined below in subsections (b), (c) or (d)(i) occurs. After Closing, if a Material Default as defined below in subsections (a) or (d)(ii) occurs and, in the case of (a) below, continues for a period of sixty (60) days after Bayer has delivered written notice to Purchaser stating the specific Material Default and citing this Section 13.3.1, then subject to Section 13.3.2 below, Bayer may terminate this Agreement by providing written notice to Purchaser. In the event this Agreement terminates under this Section 13.3.1, 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 Bayer and Purchaser shall, and shall cause its Affiliates to, execute all documents reasonably requested by Bayer to support such reversions. It shall be a “Material Default” by Purchaser under this Section 13.3 if any of the following occurs: (a) Purchaser fails to timely pay any Royalty 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) the Purchaser or any of its Affiliates connected to the Business (the “Related Affiliates”) or Parent 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 the Purchaser or any of its Related Affiliates or Parent or of any substantial part of the assets of the Purchaser or any of its Related Affiliates or Parent or shall commence any case or other proceeding relating to the Purchaser or any of its Related Affiliates or Parent under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Purchaser or any of its Related Affiliates or Parent and the Purchaser or any of its Related Affiliates or Parent shall indicate its approval thereof, consent thereto or acquiescence therein; (c) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Purchaser or any of its Related Affiliates bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Purchaser or any of its Related Affiliates or Parent in an involuntary case under any bankruptcy laws as now or hereafter constituted; or (d) Purchaser breaches or causes a breach of the Biogen Agreement and (i) Biogen Idec terminates the Biogen Agreement in accordance with the terms and conditions of the Biogen Agreement as a result of such breach, or (ii) Purchaser fails to remedy such breach within thirty (30) days of notice from Bayer of its receipt of written notice thereof from Biogen Idec to Bayer.

Material Default. After Closing, this Agreement shall automatically terminate if (a) Upon a Material Default as defined below in subsections (b)of any Unitholder, (c) or (d)(i) occurs. After Closingthe Investors shall have the right to purchase, if a Material Default as defined below in subsections (a) or (d)(ii) occurs andand the Defaulting Unitholder shall sell, in the case of (a) belowtransfer and assign, continues all Units held by such Defaulting Unitholder for a period cash purchase price equal to the Total Equity Value Proceeds with respect to such Units as of sixty (60) days after Bayer has delivered the date that the Investors exercise such right. Such right shall be exercisable by the Investors by delivering written notice to Purchaser stating the specific Material Default and citing this Section 13.3.1Defaulting Unitholder together with the determination of Total Equity Value Proceeds, then subject to the provisions of Section 13.3.2 below14.2, Bayer may terminate this Agreement 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 providing written notice to Purchaserthe 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). In For the event this Agreement terminates 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 13.3.1, 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 Bayer and Purchaser shall, and shall cause its Affiliates to, execute all documents reasonably requested by Bayer to support such reversions. It 6.8 shall be a “Material Default” by Purchaser deemed completed, with any payment under this Section 13.3 if any of the following occurs: (a) Purchaser fails to timely pay any Royalty Payments under this Agreement or payments required 14.2 to be made under any in the nature of the Ancillary Agreements after resolution of any disputed payments issues in accordance with the terms and conditions of any such Ancillary Agreement;a post-closing adjustment. (b) the Purchaser or any of its Affiliates connected to the Business (the “Related Affiliates”) or Parent 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 Upon a trustee or other custodian, liquidator or receiver of the Purchaser or any of its Related Affiliates or Parent or Material Default of any substantial 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 assets Board of the Purchaser or any of its Related Affiliates or Parent or shall commence any case or other proceeding relating to the Purchaser or any of its Related Affiliates or Parent under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Purchaser or any of its Related Affiliates or Parent and the Purchaser or any of its Related Affiliates or Parent shall indicate its approval thereof, consent thereto or acquiescence therein;Managers. (c) Upon a decree or order is entered appointing Material Default of any Unitholder the Units held by such Unitholder shall no longer be entitled to vote any such trustee, custodian, liquidator or receiver or adjudicating the Purchaser 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 its Related Affiliates bankrupt or insolvent, or approving a petition in votes required to approve any such case or other proceeding, or a decree or order for relief is entered in respect of the Purchaser or any of its Related Affiliates or Parent in an involuntary case under any bankruptcy laws as now or hereafter constituted; or (d) Purchaser breaches or causes a breach of the Biogen Agreement and (i) Biogen Idec terminates the Biogen Agreement in accordance with the terms and conditions of the Biogen Agreement as a result of such breach, or (ii) Purchaser fails to remedy such breach within thirty (30) days of notice from Bayer of its receipt of written notice thereof from Biogen Idec to Bayeraction.

Material Default. After ClosingThe occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant: a. The vacating or abandonment of the Premises by Tenant. (Failure to occupy and operate the Premises for ten (10) consecutive days shall be deemed and abandonment and vacation.) b. The failure by Tenant to pay rent or any other payment required to be made by Tenant, as when due, where such failure shall continue for a period of Three (3) days after written notice by Landlord to Tenant. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Agreement shall automatically terminate if a Material Default as defined below Lease to be performed by the Tenant other than described in subsections (b)) above, where such failure shall continue for a period of thirty (c30) days after written notice by Landlord to Tenant; provided, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) days' period and diligently prosecutes such cure to completion. c. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; of the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (d)(i) occurs. After Closing, if a Material Default as defined below in subsections (a) or (d)(ii) occurs andunless, in the case of (a) belowpetition filed against Tenant, continues for a period of the same is dismissed within sixty (60) days after Bayer has delivered written notice to Purchaser stating the specific Material Default and citing this Section 13.3.1, then subject to Section 13.3.2 below, Bayer may terminate this Agreement by providing written notice to Purchaser. In the event this Agreement terminates under this Section 13.3.1, 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 days); 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 Bayer and Purchaser shall, and shall cause its Affiliates to, execute all documents reasonably requested by Bayer to support such reversions. It shall be a “Material Default” by Purchaser under this Section 13.3 if any of the following occurs: (a) Purchaser fails to timely pay any Royalty 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) the Purchaser or any of its Affiliates connected to the Business (the “Related Affiliates”) or Parent 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 a receiver to take possession of substantially all of Tenant's assets located at the Purchaser or any of its Related Affiliates or Parent Premises or of any substantial part of the assets of the Purchaser or any of its Related Affiliates or Parent or shall commence any case or other proceeding relating Tenant's interest in this Lease, where possession is not restored to the Purchaser or any of its Related Affiliates or Parent under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Purchaser or any of its Related Affiliates or Parent and the Purchaser or any of its Related Affiliates or Parent shall indicate its approval thereof, consent thereto or acquiescence therein; (c) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Purchaser or any of its Related Affiliates bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Purchaser or any of its Related Affiliates or Parent in an involuntary case under any bankruptcy laws as now or hereafter constituted; or (d) Purchaser breaches or causes a breach of the Biogen Agreement and (i) Biogen Idec terminates the Biogen Agreement in accordance with the terms and conditions of the Biogen Agreement as a result of such breach, or (ii) Purchaser fails to remedy such breach Tenant within thirty (30) days days; or the attachment, execution or other judicial seizure of notice from Bayer substantially all of its receipt Tenant's assets located at the Premises or of written notice thereof from Biogen Idec to BayerTenant's interest in this Lease, where such seizure is not discharged in thirty (30) days.