Material Default

Material Default. Shall mean a default under an agreement between a prospective Buyer or one of its Affiliates and one or more of the SBC Midwest ILECs or one of its Affiliates for which the applicable SBC Midwest ILEC or Affiliate has (a) in the case of a default involving a failure to make payment, implemented an embargo on the provision of new services to such Buyer after the expiration of any applicable notice and cure period relating to such default, or (b) in the case of a default not involving a failure... to make payment, delivered written notice of default to the prospective Buyer or its Affiliate and the applicable period for curing such default, if any, has expired without cure. View More

Material Default. Shall mean the occurrence of any of the following, provided that in the event any of the following conditions are cured within the time periods set forth therein, then no Material Default shall have occurred: (i) a failure of SHOWA DENKO to deliver in a given Fiscal Quarter the Volume Requirements (subject to Section 5.1), or the failure of SHOWA DENKO to accept a Purchase Order issued in accordance with Section 4.4, and the failure by SHOWA DENKO to... remedy such condition within ten (10) Business Days after SHOWA DENKO has received notice thereof; (ii) a failure of WESTERN DIGITAL to meet its payment obligations under Section 3.5, and the failure by WESTERN DIGITAL to remedy such condition within ten (10) Business Days after WESTERN DIGITAL has received notice thereof; or (iii) a material breach by either party of any obligation, covenant, or condition under this Agreement that is susceptible of cure, and the failure by the breaching party to cure such breach within thirty (30) Business Days after the breaching party has received notice of such default, provided that if the cure requires more than thirty (30) Business Days, a Material Default will be deemed to exist if the breaching party fails to (i) promptly take action to cure such breach as quickly as reasonably possible; or (ii) cure such breach within sixty (60) days after the breaching party has received notice of such default; (iv) an assignment or attempted assignment in violation of Section 13. View More

Material Default. Means the occurrence of any of the following events: (a) an Event of Default occurs that would reasonably be expected to result in a Material Adverse Change; (b) any Event of Default arising under or caused by (i) Sections 6.1(b) of the Credit Agreement, (ii) Section 6.1(e) of the Credit Agreement, (iii) Section 6.1(g) of the Credit Agreement, (iv) Section 6.1(h) of the Credit Agreement, (v) Section 6.1(i) of the Credit Agreement, or (vi) Section 6.1(m) of the Credit Agreement; and 3 ... (c) any Event of Default arising with respect to any material failure to comply with (i) Section 4.5 of the Credit Agreement, (ii) Section 4.6(iv) of the Credit Agreement, (iii) Section 4.6(vi) of the Credit Agreement, (iv) Section 4.6(ix) of the Credit Agreement, (v) Section 4.6(xiii) of the Credit Agreement (it being agreed that transactions pursuant to the Acquisition Agreement, including actions taken in accordance with the Acquisition Agreement in connection with a Superior Proposal (as defined in the Acquisition Agreement) shall not constitute a "Material Default" as long as Borrowers comply with Section 2 of this Agreement, or (vi) Section 5 of the Schedule to the Credit Agreement. For the avoidance of doubt, no Material Default shall be deemed to exist (i) with respect to an Event of Default under Section 6.1(f) of the Credit Agreement arising (a) from a default under the NPA and/or the Note Documents (as defined in the NPA) that does not constitute a "Material Default" as long as the forbearance pursuant to the Bridge Loan Forbearance Agreement (as in effect on the date hereof) has not been terminated or otherwise ceased to be in effect, (b) from a default under the Senior Debt Documents that does not constitute a "Material Default" as long as the forbearance pursuant to the Senior Forbearance Agreement (as in effect on the date hereof) has not been terminated or otherwise ceased to be in effect, and (ii) from a default under Section 7 hereof (other than Section 7(a) hereof). View More

Material Default. Means the occurrence of any of the following events: (a) an Event of Default occurs that would reasonably be expected to result in a Material Adverse Change; 2 (b) any Event of Default arising under or caused by Sections 8.1, 8.4, 8.5, 8.6(b) (solely with respect to the SVB Loan Documents), 8.7, 8.10 and 8.12 of the NPA; and (c) any Event of Default arising with respect to any material failure to comply with Sections 6.2(a)(i), (ii) and (iii), 6.2(c), 6.7, 6.9, 6.13, 6.15(b), 7.1,... 7.4, 7.5, 7.9, 7.11, and 7.12 of the NPA (it being agreed that transactions pursuant to the Acquisition Agreement, including actions taken in accordance with the Acquisition Agreement in connection with a Superior Proposal (as defined in the Acquisition Agreement) shall not constitute a "Material Default" as long as Issuers comply with Section 2 of this Agreement. For the avoidance of doubt, no Material Default shall be deemed to exist (i) with respect to an Event of Default under Section 8.6 of the NPA arising (a) from a default under the Grace Bay Loan Documents that does not constitute a "Material Default" as long as the forbearance pursuant to the Grace Bay Forbearance Agreement (as in effect on the date hereof) has not been terminated or otherwise ceased to be in effect, (b) from a default under the Senior Debt Documents that does not constitute a "Material Default" as long as the forbearance pursuant to the Senior Forbearance Agreement (as in effect on the date hereof) has not been terminated or otherwise ceased to be in effect, and (ii) from a default under (a) Section 6.15 of the NPA (other than a default under Section 6.15(b) of the NPA) or (b) Section 7 hereof (other than Section 7(a) hereof). View More

Material Default. Means the material failure by either Party to comply with one or more of the following sections of this Agreement: Section 6 (Representations and Warranties), Section 7 (Compliance with Laws), Section 8 (Invoicing and Payments), Section 10 (Branding; Licenses), Section 11 (Indemnification), Section 14 (Confidentiality) and Section 17 (No Solicitation)).

Material Default. A default or event of default of any Indebtedness, which either alone or together with any other defaults and/or events of default, as applicable, then outstanding (with or without the passage of time or the giving of notice) results or could reasonably be expected to result in the holder or holders of such Indebtedness, as applicable, having the right to accelerate or redeem all, or any part, of such Indebtedness