SB Default Clause Samples

SB Default. (a) The following shall constitute a “SB Default” with respect to SB, which shall permit SFDC to terminate this Agreement or to exercise the Default Call Option pursuant to Section 13.2(b): (i) A breach or default by SB of any of its material obligations under this Agreement; provided, however, that if SB shall in good faith take action to cure such default or breach and shall diligently prosecute such cure, then no SB Default will be deemed to have occurred as long as such cure is fully completed within sixty (60) calendar days of notice of the breach or default; or (ii) The commencement of a petition, proceeding or case seeking SB’s bankruptcy, insolvency, reorganization, liquidation, dissolution or winding-up, or readjustment of its debts, or seeking the appointment of a receiver, trustee or the like of itself or its assets, or otherwise seeking relief from its creditors and, in the case of an involuntary petition, proceeding or case, such petition, proceeding or case continues undismissed for, or an order approving or ordering any of the foregoing is entered and is not stayed within, sixty (60) calendar days; or (iii) A governmental or court order, decree, judgment, action or agreement to sell or transfer all or any part of its assets, the result of which would effectively prevent SB from performing its obligations under this Agreement. (b) If SFDC waives its right to exercise its Default Put Option pursuant to Section 13.2(b) then SFDC may elect to pursue damages against SB for the SB Default. SFDC’s waiver of its right to exercise its Default Put Option pursuant to Section 13.2(b) shall in no way result in the automatic termination of this Agreement unless SFDC shall have exercised its right to terminate the Agreement.