Common use of General Termination Rights Clause in Contracts

General Termination Rights. Either party may terminate this Agreement as follows: (a) immediately by providing written notice to the other party: (i) if proceedings in voluntary or involuntary bankruptcy are initiated by, on behalf of or against the other party (and, in the case of any such involuntary proceeding, not dismissed within ninety (90) days); or (ii) if the other party is adjudicated bankrupt, files a petition under applicable insolvency laws, is dissolved or has a receiver appointed for substantially all of its property; or (b) by giving to the other party [***] days’ prior written notice upon the breach of any warranty or any other material provision of this Agreement by the other party if the breach is not cured within [***] days after written notice thereof to the party in default; or (c) upon notice to the other party should the other party continue to be unable to perform its obligations under this Agreement for a period in excess of [***] days by reason of force majeure, in accordance with Section 12.1(a); or (d) after September 30, 2012, by giving to the other party [***] prior written notice [***]. The provisions of this Section 10.3(d) shall apply only [***] and not to the transfer, sale or divestiture of substantially all of the stock, business and/or assets of Theravance. In the event Theravance exercises this termination right, Theravance shall be obligated to order, purchase and take delivery of [***] of Product from Hospira prior to the effective date of termination of the Agreement at the then-current prices set forth on Exhibit 5.11. In lieu of ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Theravance ordering and taking delivery of any or all of the [***], Theravance shall have the option to [***] Hospira’s manufacture and delivery obligations for such batches. This obligation shall not be exclusive of any other obligation owed by or accruing to Theravance prior to the date of termination.

General Termination Rights. Either party (a) This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of Seller and Buyer. (b) This Agreement may be terminated by Seller or Buyer if (i) any federal or state court of competent jurisdiction shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and such order, judgment or decree shall have become final and nonappealable, (ii) any statute, rule, nonappealable order or regulation shall have been enacted or issued by any Governmental Authority which prohibits the consummation of the Closing or (iii) the Closing shall have not occurred on or before October 31, 2006 (the “Termination Date”); provided that the right to terminate this Agreement as follows:under this Section 9.2(b)(iii), and any other Section, shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the event giving rise to the applicable termination right. (ac) immediately Except as otherwise provided in this Agreement, this Agreement may be terminated by providing written notice Buyer if any of the Buyer Required Regulatory Approvals, the receipt of which is a condition to the other party: obligation of Buyer to consummate the Closing as set forth in Section 7.1(c), shall have been denied (and a petition for rehearing or refiling of an application initially denied without prejudice shall also have been denied) or, if such Required Regulatory Approval is obtained, contains terms or conditions that would have a Regulatory Material Adverse Effect for Buyer or a Company Material Adverse Effect (after Buyer’s petition for rehearing objecting to such terms and conditions has been denied), in either case that is not cured or otherwise addressed in a manner reasonably acceptable to Buyer by the Closing Date. (d) Except as otherwise provided in this Agreement, this Agreement may be terminated by Seller if any of the Seller Required Regulatory Approvals, the receipt of which is a condition to the obligation of Seller to consummate the Closing as set forth in Section 7.2(c), shall have been denied (and a petition for rehearing or refiling of an application initially denied without prejudice shall also have been denied) or, if such Required Regulatory Approval is obtained, contains terms or conditions that would have a Regulatory Material Adverse Effect for Seller (after Seller’s petition for rehearing objecting to such terms and conditions has been denied), in either case that is not cured or otherwise addressed in a manner reasonably acceptable to Seller by the Closing Date. (e) This Agreement may be terminated by Buyer if there has been (i) if proceedings in voluntary a violation or involuntary bankruptcy are initiated by, on behalf of or against the other party (and, in the case breach by Seller of any such involuntary proceeding, not dismissed within ninety (90) days); covenant prior to the Closing Date or (ii) if the other party failure or inaccuracy of any representation or warranty contained in this Agreement prior to the earlier of the Closing Date or the Regulatory Approval Closing Date, provided that such violation or breach would have a Company Material Adverse Effect or a Buyer Material Adverse Effect (assuming the consummation of the transaction contemplated hereby) that is adjudicated bankruptnot cured or otherwise addressed by Seller in a manner reasonably acceptable to Buyer by the Closing Date and such violation or breach has not been waived by Buyer. For purposes of this Section 9.2(e), files the determination of whether a petition under applicable insolvency laws, is dissolved Company Material Adverse Effect or a Buyer Material Adverse Effect has a receiver appointed for substantially all resulted with respect to any representation or warranty shall be examined without giving effect to the qualifying language contained in the introductory sentences of its property; orArticle IV or Article X. (bf) This Agreement may be terminated by giving to the other party [***] days’ prior written notice upon the Seller, if there has been a violation or breach by Buyer of any covenant, representation or warranty or any other material provision of contained in this Agreement provided that such violation or breach would have a Seller Material Adverse Effect (it being agreed by Buyer that Buyer’s failure to pay the other party if Purchase Price on the Closing Date shall be deemed to have a Seller Material Adverse Effect) and such violation or breach is not cured within [***] days after written notice thereof or otherwise addressed by Buyer in a manner reasonably acceptable to Seller by the Closing Date, and such violation or breach has not been waived by Seller. (g) Prior to October 5, 2005, this Agreement may be terminated by the Buyer if it discovers (and provides evidence of) Environmental Claims with respect to the party in default; or Assets or the Real Property that would have a Company Material Adverse Effect or a Buyer Material Adverse Effect (c) upon notice to assuming the other party should consummation of the other party continue to be unable to perform its obligations under transaction contemplated hereby). For the avoidance of doubt, on and after the Regulatory Approval Closing Date, Buyer may only terminate this Agreement for a period in excess pursuant to Sections 9.2(a) and 9.2(b) and clause (i) of [***] days by reason of force majeure, in accordance with Section 12.1(a9.2(e); or (d) after September 30, 2012, by giving to the other party [***] prior written notice [***]. The provisions of this Section 10.3(d) shall apply only [***] and not to the transfer, sale or divestiture of substantially all of the stock, business and/or assets of Theravance. In the event Theravance exercises this termination right, Theravance shall be obligated to order, purchase and take delivery of [***] of Product from Hospira prior to the effective date of termination of the Agreement at the then-current prices set forth on Exhibit 5.11. In lieu of ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Theravance ordering and taking delivery of any or all of the [***], Theravance shall have the option to [***] Hospira’s manufacture and delivery obligations for such batches. This obligation shall not be exclusive of any other obligation owed by or accruing to Theravance prior to the date of termination.

General Termination Rights. Either party This Agreement may terminate this Agreement as followsbe terminated in its entirety at any time prior to the Plaza Closing: (a) immediately by providing By the mutual written notice to the other party: (i) if proceedings in voluntary or involuntary bankruptcy are initiated by, on behalf agreement of or against the other party (and, in the case of any such involuntary proceeding, not dismissed within ninety (90) days); or (ii) if the other party is adjudicated bankrupt, files a petition under applicable insolvency laws, is dissolved or has a receiver appointed for substantially all of its property; orLG and AQN; (b) By AQN, on the one hand, or LG, on the other hand, in writing if there shall be in effect a Final Order prohibiting, enjoining or restricting the transactions contemplated by giving this Agreement, the Consent Agreement or, to the extent applicable to LUC’s ownership of Plaza (and indirectly, the Assets and Assumed Liabilities), the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents; (c) By either party [***] days’ prior written notice upon the in writing if there shall have been a material breach of any warranty of the representations or any other material provision of warranties set forth in this Agreement by or the Consent Agreement on the part of the other party if the party, which breach is not cured within [***] thirty (30) days after following receipt by the breaching party of written notice thereof of such breach from the terminating party, or which breach, by its nature, cannot be cured prior to the Plaza Closing; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 6.1(c) unless the breach of a representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the transactions contemplated by this Agreement and the Consent Agreement under Section 5.2(a) (in the case of a breach of a representation or warranty by LG) or Section 5.1(a) (in the case of a breach of a representation or warranty by AQN) and provided, further, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein or therein. (d) By either party in default; or writing if there shall have been a material breach of any of the covenants or agreements set forth in this Agreement or the Consent Agreement on the part of the other party, which breach shall not have been cured within thirty (c30) upon days following receipt by the breaching party of written notice of such breach from the terminating party, or which breach, by its nature, cannot be cured prior to the Plaza Closing (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other party should the other party continue to be unable to perform its obligations under this Agreement for a period in excess of [***] days by reason of force majeure, in accordance with Section 12.1(aagreement contained herein or therein); or (de) after September 30Automatically, 2012if the Plaza Closing has not occurred by the End Date (as such date may be extended pursuant to Section 9.1(e) of the NEG Acquisition Agreement); provided, however, that if requested by giving AQN, LG shall use its reasonable best efforts to extend the other party [***] prior written notice [***]. The provisions End Date pursuant to Section 9.1(e) of the NEG Acquisition Agreement, if applicable; provided further, that no extension of the End Date (including pursuant to this Section 10.3(d6.1(e)) shall apply only [***] and not to the transfer, sale or divestiture of substantially all of the stock, business and/or assets of Theravance. In the event Theravance exercises this in any way limit LG’s termination right, Theravance shall be obligated to order, purchase and take delivery of [***] of Product from Hospira prior to the effective date of termination of the Agreement at the then-current prices set forth on Exhibit 5.11. In lieu of ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Theravance ordering and taking delivery of any or all of the [***], Theravance shall have the option to [***] Hospira’s manufacture and delivery obligations for such batches. This obligation shall not be exclusive of any other obligation owed by or accruing to Theravance prior to the date of terminationrights under Section 6.2.

General Termination Rights. Either party may terminate this Agreement as follows: (a) immediately by providing written notice to the other party: (i) if proceedings in voluntary or involuntary bankruptcy are initiated by, on behalf of or against the other party (and, in the case of any such involuntary proceeding, not dismissed within ninety (90) days); or (ii) if the other party is adjudicated bankrupt, files a petition under applicable insolvency laws, is dissolved or has a receiver appointed for substantially all of its property; or (b) by giving to the other party [***] days’ prior written notice upon the breach of any warranty or any other material provision of this Agreement by the other party if the breach is not cured within [***] days after written notice thereof to the party in default; or (c) upon notice to the other party should the other party continue to be unable to perform its obligations under this Agreement for a period in excess of [***] days by reason of force majeure, in accordance with Section 12.1(a); or (d) after September 30, 2012, by giving to the other party [***] months’ prior written notice [***]if either party attempts to assign this Agreement as permitted under Section 12.5 and the intended assignee refuses to accept the assignment or otherwise does not satisfactorily assume the assignee party’s obligations hereunder. The provisions of this Section 10.3(d) shall apply only [***] to an attempted assignment to a license of the rights to the Product and not to the transfer, sale or divestiture of substantially all of the stock, business and/or assets of Theravance. In the event Theravance exercises this termination right, Theravance shall be obligated to order, purchase and take delivery of no less than [***] batches of Product from Hospira prior to the effective date of termination of the Agreement at the then-current prices set forth on Exhibit 5.11. In lieu of ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Theravance ordering and taking delivery of any or all of the [***]] batches of Product, Theravance shall have the option to “pay —in-lieu” for such batches at a rate of [***] per batch and waive Hospira’s manufacture and delivery obligations for such batches. This obligation shall not be exclusive of any other obligation owed by or accruing to Theravance prior to the date of termination.