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. As of the Original Effective Date, Part A of [Schedule II] is a complete and correct list of each outstanding credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries, and the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement as of the Original Effective Date is correctly described in Part A of [Schedule II].

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 ​’s Disclosure Schedule;

​ 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 ​ 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 ​ has notified any of ​ or the ​ of their intent to terminate their business with ​ 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 ​ to terminate or provide notice of their intent or threaten to terminate their business with ​ or to notify ​ or the ​ of their intent not to continue to do such business with ​ after the Closing. As used herein, “Material Customers” means those customers from whom ​ derives annual revenues in excess of US ​.

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.

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 ​ 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”).

Material Agreements. [Schedule 4.2(p)] lists the following written agreements (the “Material Agreements”) to which Seller or, with respect to the Seller Business, the Holding Corporation is a party and has any continuing rights or obligations or by which Seller or any of the Acquired Assets is or may become bound: # any such agreement for the provision to any Client of Seller Business in excess of ​; # any such agreement which provides for the sharing of commissions, including, without limitation, with any third-party or any Affiliate, or which requires Seller or the Holding Corporation (in connection with Seller Business) to guarantee any amount or make a minimum payment; # any such agreement (or group of related agreements) with any insurance carrier, broker or agency relating to the provision of Seller Business; # any such agreement involving the acquisition or disposition of material assets relating to Seller Business; # any such agreement (or group of related agreements) under which indebtedness for borrowed money has been created, incurred, assumed, or guaranteed, or under which a Security Interest is imposed on any of Seller’s assets, tangible or intangible; # any employment or other independent consulting agreement with Producers; # any such agreement forming a partnership or joint venture; # any such agreement which requires any Seller Party, or any employee of Seller, to maintain the confidentiality of Confidential Information, or to refrain from competing with, or soliciting or accepting business from the clients or customers of, a Person other than Seller; # any such agreement for the license of software applications listed on [Schedule 4.2(g)]; and # any other such agreement providing for payments to or from Seller in excess of ​. Except as set forth in [Schedule 4.2(p)], the Seller Parties have made available or furnished to Purchaser a true and complete copy of each Material Agreement described in [Schedule 4.2(p)]. With respect to each Material Agreement described in [Schedule 4.2(p)]: # the agreement is the legal, valid, binding, enforceable obligation of the applicable Seller Party and, to the Knowledge of such Seller Party, the other party thereto and is in full force and effect in all material respects and has not been terminated, cancelled, amended or supplemented in any manner since being made available or furnished to Purchaser, subject to bankruptcy and equitable remedies exceptions; # the applicable Seller Party has duly performed in all materials respects all of its obligations to the extent such obligations to perform have accrued; (3)(A) neither the applicable Seller Party nor, to the Knowledge of such Seller Party, any other party thereto is in material breach or default thereof, and # no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; # to Seller’s Knowledge, there are no disputes with respect to the Material Agreement; and # except as set forth in [Schedule 4.2(p)], the Material Agreement is assignable by such Seller Party to Purchaser without the consent or approval of any other party. There exist no oral agreements that are material to the Seller Business or Acquired Assets.