Material Breach definition
Examples of Material Breach in a sentence
For the avoidance of doubt, no Liquidation Fee shall be payable by the Trust Loan Seller in connection with a repurchase of such Trust Loan Seller’s Loan Percentage Interest in the Trust Loan (or any allocable portion of the Trust Loan) or any indemnification payment by the Trust Loan Seller to a Material Breach or a Material Document Defect if made in accordance with and within the Initial Resolution Period or any Extended Resolution Period.
Neither termination nor the alternative remedies under Section 14.2(h) (Alternative Remedies for Licensor’s Material Breach or Licensor’s Insolvency) shall be the sole remedy under this Agreement and, whether or not termination or an alternative remedy is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.
In the event of a Material Breach, the Early Termination Payment (calculated as if an Early Termination Notice had been delivered on the date of the Material Breach) shall become due and payable in accordance with Section 4.3 and the Agreement shall terminate, as and to the extent provided herein.
For clarity, this Section 14.2(g) (Additional Effects of Termination other than for Licensor’s Material Breach or Insolvency) shall apply on a Product-by-Product basis and Section 14.2(g)(i) and Section 14.2(g)(ii) may apply to different Products depending on the Development stage of each Product at termination.
Subject to the next sentence, the Corporation’s failure to make a Payment (along with any applicable Default Rate Interest) within ninety (90) calendar days of the applicable Final Payment Date shall be deemed to constitute a Material Breach.