definiens: means : ( a ) failure ofthe Seller Parties to pay, when and as due, any material amounts payable under Sections 1.6 or 4.2(b)ofthis Agreement ( provided that with respect to Section 1.6, no Event of Default shall be deemed to exist if the Seller Parties are reasonably contesting whether the elements for a Royalty Rate Reduction shall have occurred ) ; ( b ) failure by the Seller Parties to pay, when and as due, any amounts payable under any other Section of this Agreement ( including without limitation Section 4.13 ) and such failure continues for more than ten ( 10 ) Business Days after the earlier of ( i ) the receipt by AZG of written notice of such failure and ( ii ) Knowledge of the Seller Parties, or anyone of them, of such failure ; ( c ) failure by the SeIler Parties to perform or comply in any material respect with their obligations under Sections 4.7, 4.8, 4.9, 4.10 or 4.14 of this Agreement and such failure ( if capable of being cured ) continues for more than twenty ( 20 ) calendar days after the earlier of ( i ) the receipt by AZG of written notice of such failure and ( ii ) Knowledge of the Seller Parties, or anyone of them, of such failure ; -35 - CHI995034820·19.077613.0024 ( d ) failure by the Seller Parties to perfonn or comply with their obligations under Sections 4.5, 4.6,4.15, 4.16 or 4.17 of this Agreement and such failure continues for more than twenty ( 20 ) calendar days after the earlier of ( i ) the receipt by AZG of written notice of such failure and ( ii ) Knowledge of the Seller Parties, or anyone of them, of such failure ; ( e ) any representation made by the Seller Parties in Sections 3 .1 ( c ), ( d ), ( e ), ( f ), ( g ), G ) or ( k ) were untrue on the date of this Agreement or on the date of the Closing in a manner that would be reasonably expected to result in a Material Adverse Effect ; ( f ) this Agreement or any Security Document, is repudiated in writing, provided that a good faith reasonable dispute as to a breach of the obligations of the Seller Parties under this Agreement or any Security Document as alleged by the Buyer shall not constitute a repudiation ; ( g ) the Seller is dissolved, liquidated, merged, or ceases to be in existence for any reason ; ( h ) if AZG ( or a successor to AZG, excluding a successor by way of assignment or sale ) ceases to own, directly or indirectly, 100 % of the shares or 100 % of the voting rights ( Stimmrechte ) in the Seller ; ( i ) the Buyer, through no fault of itself, does not have a first priority security interest in the Intellectual Property owned by the Seller and such first priority security interest is not restored within twenty ( 20 ) calendar days from receipt by AZG of written notice to such circumstance ; G ) any bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar proceeding, domestic or foreign, is instituted by or against the Parent, and, if instituted against the Parent, not dismissed or vacated within sixty ( 60 ) calendar days after the filing or other institution thereof ; ( k ) the Parent fails or is unable to pay its debts generally as they mature, admits in writing its inability to pay its debts generally as they mature, makes a general assignment for the benefit of its creditors, enters into any composition or similar agreement, or suspends the transaction of all or substantially all of its business ; ( 1 ) AZG or the Seller becomes insolvent within the meaning of Sections 17 through 19 of the Gennan Insolvency Code ( lnsolvenzordnung ) ; or ( m ) any corporate action, legal proceeding or other procedure is taken in relation to the suspension of payments, winding - up, dissolution, administration or reorganization of any of the Seller Parties