Material Breach. Subject to [Section 3.2.3], either Party may terminate this Agreement for cause at any time during the Term by giving written notice to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material breach remains uncured for ninety (90) days from the date of such notice; provided, however, that if any breach is not reasonably curable within ninety (90) days and if the breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties in order to permit the breaching Party a reasonable period of time to cure such breach.

Material Breach. Unum has the right to terminate this Agreement upon written notice to SGI if SGI materially breaches its obligations under this Agreement and, after receiving written notice from Unum identifying such material breach by SGI in reasonable detail, fails to cure such material breach within ninety (90) days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon SGI’s failure to pay any amounts due Unum hereunder). SGI has the right to terminate this Agreement upon written notice to Unum if Unum materially breaches its obligations under this Agreement and, after receiving written notice from SGI identifying such material breach by Unum in reasonable detail, fails to cure such material breach within ​ days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon Unum’s failure to pay any amounts due SGI hereunder).

In the event of WuXi’s material breach of this Agreement, Arcus may deliver notice of such breach to WuXi, such notice containing full details of said breach. In such notice, Arcus shall identify (acting reasonably and in good faith) examples of the actions or conduct that Arcus would consider to be an acceptable cure of such breach. WuXi shall have, subject to [Section 10.2.2(c)], ​ days to cure such breach. Subject to [Section 10.2.2(c)], if WuXi fails to cure such breach within the Cure Period, Arcus may terminate this Agreement upon written notice to WuXi.

In the event a material breach of this Agreement, the non-breaching Party may deliver notice of such breach to the breaching Party, such notice containing full details of said breach. In such notice, the non-breaching Party shall identify (acting reasonably and in good faith) examples of the actions or conduct that such Party would consider to be an acceptable cure of such breach. The breaching Party shall have, subject to [Section 10.2.2(b)], ​ days to cure such breach (​ days in the case of a Party’s breach of its payment obligations). Subject to [Section 10.2.2(b)], if the Party receiving notice of breach fails to cure such breach within the ​ day period or ​ day period (as applicable), the Party originally delivering the notice may terminate this Agreement upon written notice to the other Party.

Material Breach. In the event Surface commits a material breach of its obligations under this Agreement, except for breach as described in [Section 12.2(a)], and fails to cure that breach within ​ days after receiving written notice thereof, Harbour may terminate this Agreement immediately upon written notice to Surface, subject to completion of the dispute resolution process set forth in [Article 13] and subsequent cure.

Material Agreements. To the best of ​’s knowledge, ​ is not in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its Properties is bound, and the execution of this Agreement and the other Warehouse Documents to which ​ is a party, and ​’s performance of its duties and obligations hereunder and thereunder, will not cause a default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which ​ is a party or by which any of its Properties is bound.

YourSpace has provided to Company all contracts or agreements to which YourSpace is a party (the “YourSpace Material Agreements”), including: # any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of ​; # any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; # any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of ​, or under which a security interest has been imposed on any of its Assets, tangible or intangible; # any profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers, directors and managers or any employees; # any employment or independent contractor agreement providing annual compensation in excess of ​ or providing post-termination or severance payments or benefits or that cannot be cancelled without more than thirty (30) days’ notice; # any agreement with any current or former officer, director, Shareholder, manager or affiliate; # any agreements relating to the acquisition (by merger, purchase of Shares or assets or otherwise) of any operating business or material assets or the capital stock of any other person; # any agreements for the sale of any of the assets, other than in the ordinary course of business; # any outstanding agreements of guaranty, surety or indemnification, direct or indirect; # any royalty agreements, licenses or other agreements relating to Intellectual Property; and # any other agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect.

Material Contracts. The Company has delivered to YourSpace all material contracts and other agreements (“Material Agreements”) requested by YourSpace to which the Company is a party.

Material Agreements. Part A of [Schedule II] is a complete and correct list of each credit agreement, loan agreement, indenture, note purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness for borrowed money of or any extension of credit (or commitment for any extension of credit) to, or guarantee for borrowed money by, the Borrower or any other Obligor outstanding on the Effective Date (in each case, other than # Indebtedness hereunder or under any other Loan Document and # any such agreement or arrangement that is solely between or among two (2) or more ​), and the aggregate principal or face amount outstanding or that is or may become outstanding under each such arrangement in each case as of the Effective Date is correctly described in Part A of [Schedule II].

Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Material Agreements. If there is a default in any material agreement to which # Borrower is a party and such default # involves Debt in an aggregate principal amount equal to ​ or more and # either # occurs at the final maturity of the obligations thereunder, or # results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Borrower’s obligations thereunder or to terminate such agreement or # Guarantor is a party and such default # involves Debt in an aggregate principal amount equal to ​ or more and # either # occurs at the final maturity of the obligations thereunder, or # results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Guarantor’s obligations thereunder or to terminate such agreement;

Material Judgments. One or more judgments or decrees shall be entered against ​ or any of its Material Subsidiaries involving in the aggregate a liability (not covered by insurance) of ​ or more and all such judgments or decrees shall not have been vacated, satisfied, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or

Material Contracts. None of the Borrowers has entered into any Material Contract, other than the Material Contracts set forth on [Schedule 4.1.27] hereto. Each of the Material Contracts is in full force and effect and there are no defaults thereunder by any Borrower or any other party thereto that is resulting in or could be expected to cause a Material Adverse Change.

Not Material. If the damage to the Properties does not result in a Material Loss, then neither ​ nor ​ shall have the right to terminate this Agreement, and ​ shall, at its option, either # fully repair the damage before the Closing in a manner reasonably satisfactory to ​, or # credit ​ at Closing for the reasonable cost to complete the repair (in which case ​ shall retain all insurance proceeds and ​ shall assume full responsibility for all needed repairs).

Material Agreements. Neither ​ nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither ​ nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in # any agreement to which it is a party, which default could reasonably be expected have a Material Adverse Effect or # any agreement or instrument evidencing or governing Material Indebtedness.