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 Contracts. [Schedule 8.15] to the Information Certificate sets forth all Material Contracts to which any Borrower or Guarantor is a party or is bound as of the date of Amendment No. 4. Borrowers and Guarantors have delivered true, correct and complete copies of such Material Contracts to Administrative Agent on or before the date of Amendment No. 4. Borrowers and Guarantors are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party to terminate any Material Contract.

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.

Copyrightable Material. All right, title and interest in all copyrightable material that Executive shall conceive or originate individually or jointly or commonly with others, and that arise in connection with Executive’s services hereunder or knowledge of confidential and proprietary information of the Company, will be the property of the Company and are hereby assigned by Executive to the Company of its Affiliates, along with ownership of any and all copyrights in the copyrightable material. Where applicable, works of authorship created by Executive relating to the Company or its Affiliates and arising out of Executive’s knowledge of confidential and proprietary information of the Company shall be considered “works made for hire,” as defined in the U.S. Copyright Act, as amended.

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.

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).

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 Contracts. [Schedule 5.9(a)] hereto sets forth, as of the date hereof, a true, complete and correct list of every current written contract, agreement or commitment of the Subject Companies or the Business (together with all amendments and supplements thereto) that # provides for or is reasonably expected to provide for aggregate future payments by a Subject Company, or to a Subject Company, of more than $500,000 annually; # was entered into by a Subject Company with an officer, director or significant employee of a Subject Company (other than standard nondisclosure agreements); # is a collective bargaining agreement or other agreement with a labor union or association representing any employee; # relates to Indebtedness of a Subject Company (other than Intercompany Indebtedness) or to the mortgaging or pledging of or granting of an Encumbrance upon any of the assets of a Subject Company; # is a guaranty by a Subject Company of any Indebtedness of a third party; # is a letter of credit and bankers’ acceptance issued for the account of a Subject Company; # materially restricts a Subject Company from engaging in any business or activity anywhere in the world; or # is an employment agreement, severance agreement, consulting agreement or similar arrangement to which a Subject Company is a party (each such contract, a “Material Contract”).