SFDC Default Sample Clauses

SFDC Default. (a) The following shall constitute an “SFDC Default,” which shall permit SB to terminate this Agreement or to exercise the Default Put Option pursuant to Section 13.2(a): (i) A breach or default by SFDC of any of its material obligations under this Agreement, the License Agreement or the Consulting Services Agreement; provided, however, that if SFDC shall, in good faith, take action to cure such default or breach and shall diligently prosecute such cure, then no SFDC 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 SFDC’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 SFDC from performing its obligations under this Agreement, the License Agreement or the Consulting Services Agreement. (b) If SB waives its right to exercise its Default Put Option pursuant to Section 13.2(a) then SB may elect to pursue damages against SFDC for the SFDC Default. SB’s waiver of its right to exercise its Default Put Option pursuant to Section 13.2(a) shall in no way result in the automatic termination of this Agreement unless SB shall have exercised its right to terminate this Agreement.