Breach or Failure to Perform the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 6.2(a) or Section 6.2(b), and (B) is not reasonably capable of being cured, or is not cured, by the Company on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following Parent’s delivery of written notice to the Company of such breach; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if Parent or Acquisition Sub is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or
Breach or Failure to Perform. By written notice from the Company if any Backstop Purchaser violates, breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7(b)(vi) to be satisfied as of the Effective Date (including in accordance with Section 2(a)(ii)), (B) cannot be or has not been cured by June 11, 2010 following delivery by the Company to such Backstop Purchaser of written notice of such breach or failure to perform, and (C) has not been waived by the Company; provided, however, that the right to terminate this Agreement pursuant to this Section 10(d)(ii) shall not be available if the Company’s failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition; provided further, however, that if the Non-Defaulting Backstop Purchasers or a third-party have agreed to purchase all of the Default Shares in accordance with Section 2(a)(ii) herein, a breach by any Defaulting Backstop Purchaser shall not give rise to a right to terminate this Agreement.
Breach or Failure to Perform. Under the following circumstances, SMI shall forfeit this License and shall no longer have any rights to manufacture, distribute or sell LuViva in the Jurisdictions if SMI is unable to cure in a timely manner:
a. A material breach of any of SMI’s obligations set forth in this section.
b. Failure to achieve CFDA approval within 30 months from the date of this agreement. In the event of Breach or Failure to Perform,
c. GTI shall provide written notification of the breach or failure to perform.
d. SMI shall be given a 45 day period in which to cure the breach or failure to perform.
e. If the breach or failure to perform is not cured, SMI shall return to GTI, at SMI’s cost, all samples, data, hardware, software, regulatory documents, bench and clinical test results and all other information pertaining to LuViva in the Jurisdictions
Breach or Failure to Perform. Except as described in Section 8.3(b), if any Backstop Party breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (A) cannot be or has not been cured within ten (10) days following delivery by Syms to such Backstop Party of written notice of such breach or failure to perform, provided that any such cure would not result in a material delay of the Effective Date and (B) has not been waived by Syms; provided, however, that the right to terminate this Agreement pursuant to this Section 8.3(a) shall not be available if Syms' failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition to be satisfied on or prior to such date; provided, further, however, that a Backstop Party Default shall not give rise to a right to terminate this Agreement to the extent that one or more Non-Defaulting Backstop Parties purchase all BP Default Shares pursuant to Section 2.1(b).
Breach or Failure to Perform. If Syms breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (i) cannot be or has not been cured within ten (10) days following delivery by any of the Backstop Parties to Syms of written notice of such breach or failure to perform and (ii) has not been waived by the Backstop Parties; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available if the failure of the Backstop Party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition to be satisfied on or prior to such date.
Breach or Failure to Perform. 44 10.3 Entire Agreement; No Third-Party Beneficiaries...............44 10.4
Breach or Failure to Perform. Unless otherwise set forth in this Section 10.2, if a party to this Agreement shall breach or fail to perform any provision of this Agreement, such party shall have the right to cure such breach or non-performance within the applicable "Cure Period" (as defined below). For purposes of this Agreement, the term "Cure Period" shall mean a period of time that commences upon the giving of written notice by a non-breaching party to the breaching party(ies) that a breach has occurred and expires, in the event of a breach relating to a representation or warranty contained in Article V or VI of this Agreement, thirty (30) calendar days from the date such notice is given or deemed given, or, in the case of any other breach, ten (10) calendar days from the date such notice is given or deemed given. Notwithstanding the foregoing, no Cure Period shall be available in the event of a breach of Sections 5.1, 5.2, 5.3, 5.5, and 5.26 of this Agreement. -- 70 --
Breach or Failure to Perform. 违反或执行协议失败
A. SMI shall forfeit this License and shall no longer have any rights to manufacture, distribute or sell LuViva in the Jurisdictions if SMI is unable to cure in a timely manner a material breach of any of SMI's obligations set forth in Section 11 above. 如果SMI不能及时纠正SMI对上述第11条所述任何SMI义务的重大违约，SMI将丧失授权并不再拥有在司法管辖权内的生产，分销和销售LuViva的权利。
B. In the event of Breach or Failure to Perform, 如果违反协议或者履行协议失败
1) GTI shall provide written notification of the breach or failure to perform. GTI要出示违反或者履行失败的书面通知
2) SMI shall be given a 45 days period in which to cure the breach or failure to perform. SMI将有45天的时间来纠正违约或者履约失败。
3) If the breach or failure to perform is not cured, SMI shall return to GTI, at SMI’s cost, all samples, data, hardware (including all unsold devices and parts), software, regulatory documents, bench and clinical test results and all other information pertaining to LuViva in the Jurisdictions. GTI shall reimburse SMI for all hardware in good working condition at fair market price, and shall reimburse SMI for all payments for any goods and services not delivered less burdened costs for work in progress. Failure to make the payment would be a breach on the part of GTI. 如果违反协议或者履约失败没有被纠正，SMI将赔偿GTI的损失， 包括在司法管辖区内的LuViva的样品、数据、硬件(包括所有未售出的设备和部件)、软件、管理文 件和临床实验结果及其他相关信息的费用。GTI应以公平的市场价格补偿SMI所有处于良好工作状态的硬件，并应补偿SMI未交付的任何货物和服务的所有付款，以减轻正在进行的工作的负担成本。如果GTI未能支付这笔款项，将构成违约。
Breach or Failure to Perform. A. Under the following circumstances, SMI shall forfeit this License and shall no longer have any rights to manufacture, distribute or sell LuViva in the Jurisdictions if SMI is unable to cure in a timely manner:
1) A material breach of any of SMI's obligations set forth in this section 2) Failure to achieve CFDA approval within 18 months after completion of Sinicination of the Device by GTL To complete the CFDA approval within 18 months, GTI is required to assist SMI in the whole process of registration
B. In the event of Breach or Failure to Perform
1) GTI shall provide written notification of the breach or failure to perform. GTI
2) SMI shall be given a 45 days period in which. to cure the breach or failure to perform.
3) If the breach or failure to perform is not cured, SMI shall return to GTI, at SMI's cost, all samples, data, hardware, software, regulatory documents, bench and clinical test results and all other information pertaining to LuViva in the Jurisdictions
Breach or Failure to Perform. The obligations of each of the Settling Parties hereunder are expressly conditioned upon the full and complete performance of the obligations of the other Settling Parties hereunder. Any party who successfully obtains judgment in any action or proceeding to enforce this Agreement will be entitled to recover all costs of the suit, including actual attorneys' fees and court costs.
