definiens: means each of the following events or occurrences : ( a ) failure of Seller to deliver or cause to be delivered to Purchaser any Purchased Royalty payment when and as such payment is due and payable in accordance with the terms of this Agreement and such f ailure is not cured within thirty ( 30 ) days after written notice thereof is given to Seller by Purchaser ; provided that if Seller disputes in writing any such payment obligation within such thirty ( 30 ) day period, pays all undisputed amounts within such th irty ( 30 ) day period, and thereafter pays all amounts finally determined to be payable within thirty ( 30 ) days after the resolution of such dispute, Seller ’s non -payment of such disputed amounts prior thereto shall not constitute a Seller Event of Default ; ( b ) Seller becomes subject to a Bankruptcy Event ; ( c ) any representation, warranty, certification or other written statement made by Seller in this Agreement, any other Transaction Document or in any statement or certificate at any time given by Seller in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect ( or to the extent qualified as to materiality, it shall prove to be false in any respect ) as of the date made or deemed made ; ( d ) ( i ) Selle r shall default in the performance of or compliance with any covenant contained in Section 2.2, ( ii ) or any other covenant in this Agreement or in any other Transaction Document, other than any such covenant referred to in any other clause of this definiti on or the foregoing clause ( i ) and such default shall not have been remedied, cured or waived within thirty ( 30 ) days after an executive officer of Seller has knowledge of such default ; ( e ) at any time after the execution and delivery thereof, ( i ) any Rel evant Document ceases to be in full force and effect ( other than by reason of the expiration or termination hereof or thereof in accordance with the terms hereof or thereof ) or shall be declared null and void, or Purchaser shall not have or shall cease to have a valid and perfected lien on the Purchased Receivables, the back -up security interest granted pursuant to Section 4.8 and, after execution of a control agreement, the security interest in the Lockbox Account and the Purchaser Concentration Account gr anted pursuant to Section 4.9, in each case in the United States, or ( ii ) Seller shall contest the validity or enforceability of the Transaction Documents in writing