Material Contracts. Contemporaneously with the delivery of each Compliance Certificate pursuant to Section 5.1, provide Agent with copies of # each Material Contract entered into since the delivery of the previous Compliance Certificate, and # each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate.

Material Agreements. Neither the Company 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 the Company 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.

Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the [[Organization B:Organization]]’s Disclosure Schedule;

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

The financial statements of [[Organization B:Organization]] reflect the material properties and assets (real and personal) owned or leased by them.

Since the date of its incorporation, none of the Material Customers (as hereinafter defined) of [[Organization B:Organization]] has notified any of [[Organization B:Organization]] or the ​ of their intent to terminate their business with [[Organization B:Organization]] business because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of [[Organization B:Organization]] to terminate or provide notice of their intent or threaten to terminate their business with [[Organization B:Organization]] or to notify [[Organization B:Organization]] or the ​ of their intent not to continue to do such business with [[Organization B:Organization]] after the Closing. As used herein, “Material Customers” means those customers from whom [[Organization B:Organization]] derives annual revenues in excess of US $5,000.

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 Contracts. [Schedule 5.27] sets forth all Material Contracts of the Loan Parties. All Material Contracts are in full force and effect and no material defaults currently exist thereunder.

Promptly notify [[Organization B:Organization]] in writing upon the occurrence of # any Event of Default or Default; # any event of default under any Junior Lien Debt; # any event, development or circumstance whereby any financial statements or other reports furnished to [[Organization B:Organization]] fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; # any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; # other than the commencement of the Cases, each and every default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness with a principal amount in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the outstanding amount of such Indebtedness; # any Loan Party entering into, terminating (other than pursuant to its terms), or materially amending any Material Contract, which notice shall summarize the material terms of such Material Contract or material amendment to such Material Contract, and upon the request of the [[Organization B:Organization]], the Loan Parties shall provide such Material Contract to the [[Organization B:Organization]], and # any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Loan Parties propose to take with respect thereto.

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).