Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder or after ten (10) days after the Borrower should have been aware of the breach.

Breach of Confidentiality. The Parties agree that the disclosure of the Disclosing Party’s Proprietary Information in violation of this Agreement may cause the Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by the Receiving Party entitles disclosing Party to seek injunctive relief, in addition to any other legal or equitable remedies available to it, in any court of competent jurisdiction. For clarity, such disputes shall not be subject to Article XIII.

Breach of Covenants. The Company agrees that if the Company breaches any of the covenants set forth in this [Section 4], and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3.4 of the Note, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option of the Buyer, until such breach is cured, or with respect to [Section 4(d)] above, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or shares of Common Stock, at the option of the Buyer, upon each violation of such provision. If the Company elects to pay the Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Termination for Breach. If either Party is in material breach or default under any provision of this Agreement, in addition to such other remedies as may be available, the non-defaulting Party may terminate the Agreement by providing written notice to the defaulting Party of the nature of the breach or default and the intent to terminate. Such termination will be effective thirty (30) days after the date of notice unless the defaulting Party cures the default within such thirty-day period.

Breach of Warranty. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or any waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or any waiver hereunder or thereunder, shall prove to have been incorrect when made or deemed made in any material respect; or

Remedies for Breach. If any Party fails to perform any of its respective obligations referred to under Section 7.1(b), Section 7.2, Section 8.1(b) or Section 8.2, the other Party shall be entitled to the remedy of specific performance with respect to such failure.

Waiver of Breach. No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breach continues.

Indemnification by [[Organization A:Organization]]. Subject to the other terms and conditions of this Article VIII, [[Organization A:Organization]] shall indemnify Purchaser against, and shall hold Purchaser harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Purchaser based upon, arising out of, with respect to or by reason of: # any inaccuracy in or breach of any of the representations or warranties of [[Organization A:Organization]] contained in this Agreement; # any breach or non-fulfillment of any covenant, agreement or obligation to be performed by [[Organization A:Organization]] pursuant to this Agreement; or # any Excluded Asset or any Excluded Liability.

the execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby has been duly authorized by the directors of the Purchaser and do not constitute a breach or a default under the terms of the articles, by-laws or other constating documents of the Purchaser, nor under any agreement to which the Purchaser is a party or by which it is bound and is legally binding upon the Purchaser and enforceable in accordance with its terms;

No Violation. To Purchaser’s Knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance by Purchaser with any of the provisions hereof will, as of the Closing Date, # conflict with or result in any breach of any provision of the charter, operating agreement, or bylaws of Purchaser, # result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound, or # violate any law, regulation, judgment, order, writ, injunction or decree applicable to Purchaser.