Early Termination for Material Breach. Notwithstanding anything to the contrary set forth in this Agreement, if either Party is in material breach of this Agreement (including without limitation any material breach of a representation or warranty made in this Agreement), then the other Party may deliver notice of such breach to the breaching Party. In such notice, the non-breaching Party shall identify the specific nature of default, require the breaching Party to cure the breach, and state its intention to terminate the Agreement if such breach is not cured. The breaching Party shall have [*] ([*]) days to either cure such breach or, if cure cannot be reasonably affected within such [*] ([*]) day period, to deliver to the non-breaching Party a plan for curing such breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as rapidly as practicable and specify a commercially reasonable date for achieving such cure consistent with the foregoing, which shall not, in any event, exceed [*] ([*]) days. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and cure the breach by such date. If the breaching Party fails to cure such breach within the [*] ([*]) day period (or such later date set forth in the plan provided by the breaching Party in accordance with the foregoing, which shall not in any event exceed [*] ([*]) days following notice of such breach), or the non-breaching Party reasonably determines that (a) the proposed corrective plan or the actions being taken to carry it out is/are not commercially practicable by the specified date or (b) the specified date for cure in such plan does not represent a commercially reasonable date to achieve such cure as rapidly as practicable through the application of the breaching Party’s Diligent Efforts, the non-breaching Party may, upon written notice, terminate this Agreement in its entirety pursuant, subject to the effects of termination described in Sections 10.3(c) and 10.4 below. Notwithstanding anything to the contrary, (i) the cure period for any failure to pay amounts due under this Agreement shall not, in any event, exceed [*] ([*]) days from written notice thereof by the other Party and (ii) PPD shall not be entitled to terminate this Agreement pursuant to this Section 10.2 for any material breach of Xxxxxxx’x obligations under the second sentence of Section 3.1. [*] Confidential treatment requested; certain information omitted and filed separ...
Early Termination for Material Breach. If either Party commits a material breach of this Agreement and such breach is not cured within ninety (90) days after written notice thereof by the non-breaching Party, or if such breach is incapable of cure during the applicable notice period, the breaching Party fails to make good faith efforts to cure such breach, the non-breaching Party may terminate this Agreement upon expiration of the notice period. Notwithstanding the foregoing, any termination by DTI under this Section 11.2 for a material breach by Fujisawa shall only be effective as to the particular Licensed Product at issue, and for the particular indication for which it was under development or being sold, except for material breach of Sections 2.1, 2.6, 3.8(a)(iii), 3.9, 5.3, 5.4, 5.6, and 10.1, in which case the entire Agreement may be terminated by DTI.
Early Termination for Material Breach. In the event of any breach of this Agreement by either party, the non-breaching party shall have the right to terminate the Agreement if such breach has not been cured within thirty (30) days after written notice from the non-breaching party specifying the breach in detail; provided, however, that if the Company is the non-breaching party, the Company may immediately suspend Customer’s access to or use of the Subscription during such cure period.
Early Termination for Material Breach. 15.3.1 If either Party believes that the other is in material breach of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party, acting reasonably, shall identify the actions or conduct that such Party would consider to be an acceptable cure of such breach. For all breaches, the allegedly breaching Party shall have [redacted]to either cure such breach or, if cure cannot be reasonably effected within such [redacted]period, to deliver to the other Party a plan for curing such breach which is reasonably sufficient to effect a cure. Such a plan shall set forth a program for achieving cure as soon as reasonably as practicable, but in any event within [redacted]of the initial notice of breach. Following delivery of such plan, the breaching Party shall use Commercially Reasonable Efforts to carry out the plan and cure the breach.
Early Termination for Material Breach. 30 15.4 Termination upon Change in Control..................................31 15.5
Early Termination for Material Breach. If a party (the "DEFAULTING PARTY") breaches in a material respect any of its covenants or representations or warranties or indemnities in this Agreement and such breach is not cured by the Defaulting Party within 15 days of receiving written notice thereof from the other party (the "NON-DEFAULTING PARTY") if such breach is capable of being cured, or, if such breach is not capable of being cured then upon such breach, the Non-Defaulting Party shall have the right to terminate this Agreement, other than the obligations of the parties pursuant to Article 3, Article 4, Article 16 and Article 18, in which case this Agreement, other than such obligations pursuant to Article 3, Article 4, Article 16 and Article 18, shall be terminated. Such termination will not affect any of the other rights or remedies of the parties under this
Early Termination for Material Breach. Subject to Article 7.1 below, if either Party is in material breach of this Agreement (including without limitation any material breach of a representation or warranty made in this Agreement), then the other Party may deliver notice of such breach to the breaching Party. In such notice, the non-breaching Party shall identify the specific nature of default, require the breaching Party to cure the breach, and state its intention to terminate the Agreement if such breach is not cured. If the allegedly breaching Party has not cured such breach within thirty (30) days after receipt of such notice, then the Party alleging breach will be entitled, in addition to any other rights it may have hereunder, to terminate this License Agreement effective immediately.
Early Termination for Material Breach. If a party (the “Defaulting Party”) breaches in a material respect any of its covenants or representations or warranties or indemnities in this Agreement and such breach is not cured by the Defaulting Party within 15 days of receiving written notice thereof from the other party (the “Non-Defaulting Party”) if such breach is capable of being cured, or, if such breach is not capable of being cured then upon such breach, the Non-Defaulting Party shall have the right to terminate this Agreement, other than the obligations of the parties pursuant to Article 3, Article 4, Article 16 and Article 18, in which case this Agreement, other than such obligations pursuant to Article 3, Article 4, Article 16 and Article 18, shall be terminated. Such termination will not affect any of the other rights or remedies of the parties under this Agreement, including rights or remedies in respect of such breach. If Goldcorp is the Defaulting Party, then the Deposit and Deposit Interest shall be forfeited by Goldcorp and paid to Barrick promptly following the termination of obligations pursuant to this Section 15.3. Upon unconditional receipt by Barrick of the Deposit and Deposit Interest forfeited by Goldcorp, Barrick shall terminate and not pursue any claim against Goldcorp for breach of this Agreement, all liability of Goldcorp in connection with such breach having been fully and finally satisfied by the irrevocable payment of the Deposit and Deposit Interest to Barrick.
Early Termination for Material Breach. The failure by a Party to comply with any of the material obligations contained in this Agreement shall entitle the other Party to give notice to have the default cured. If such default is not cured within *** (***) days after the receipt of such notice, or if by its nature such default could not be cured within *** (***) days, the notifying Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies that may be available to it, to terminate this Agreement, effective upon assignment of the Patent Rights to XXXXXXX pursuant to Section 8.4 below; provided, however, that in the event of a good faith Dispute with respect to the existence of a material breach or cure thereof, the *** (***) day cure period shall be tolled until such time as the Dispute is resolved pursuant to Article 9 herein.
Early Termination for Material Breach. If either of the Parties fails to perform or violates any material term of this Agreement (the “Breaching Party”), then the other Party (the “Other Party”) may give written notice of default (“Notice of Default”) to the Breaching Party. License and Development Agreement If Licensee is the Breaching Party and fails to cure the default within sixty (60) calendar days upon receipt of the Notice of Default, the Licensor has the right to terminate this Agreement with immediate effect by written notice (“Notice of Termination”) to the Breaching Party. If Licensor is the Breaching Party and fails to cure the default within sixty (60) calendar days upon receipt of the Notice of Default, the Licensee has the right to terminate this Agreement with immediate effect by written notice (“Notice of Termination”) to the Breaching Party and shall be paid by Licensor an indemnity corresponding to the fair market value of the expected discounted cash flows of Licensee over the remaining lifetime of this Agreement.
