Common use of Insolvency or Bankruptcy Clause in Contracts

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall survive.

Insolvency or Bankruptcy. A. In 3.2.1.Either party may, in addition to any other remedies available by law or in equity, terminate the Agreement by written notice to the other party in the event that Tenant the latter party shall have become insolvent or bankrupt, or shall have an assignment for the benefit of its creditors, or there shall have been appointed a debtor under Chapter 7, 11 trustee or 13 receiver of the Bankruptcy Code (“Debtor”) and other party or for all or a substantial part of its property or any case or proceeding shall have been commenced or other action taken by or against the trustee (“Trustee”) other party in bankruptcy or Tenant seeking reorganization, liquidation, dissolution, winding-up, arrangement or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall elect to assume this Lease for the purpose have been issued a warrant of assigning the same attachment, execution, restraint or otherwise, such election and assignment may only be made if all similar process against any substantial part of the terms property of the other party, and conditions of Sections 20.B any such event shall have continued for ninety (90) days undismissed, unbonded and 20.D hereof are satisfiedundischarged. The Tenant acknowledges that it is essential 3.2.2.All rights and licenses granted under or pursuant to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume Agreement by Company or reject this Lease be made promptly. Under these circumstancesCengent are, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease and shall otherwise be deemed to have been rejected. Tenant further knowingly and voluntarily waives any be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to seek additional time to affirm "Intellectual Property" as defined under Section 101 of the U.S. Bankruptcy Code. The parties agree that the parties as licensees of such rights under the Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or reject against either party under the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesU.S. Bankruptcy Code, the same shall be deemed party hereto which is not a rejection of the Lease. Landlord party to such proceeding shall be entitled to at least thirty a complete duplicate of (30) days prior written notice from Tenantor complete access to, as Debtor-in-Possessionappropriate) any such Intellectual Property and all embodiments or descriptions of such licensed Intellectual Property, and same, if not already in their possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless the party subject to such proceedings elects to continue to perform all of its obligations under the Agreement or its Trustee of any intention to abandon (b) if not delivered under (a) above, upon the Premises. Landlord shall thereupon be immediately entitled to possession rejection of the Premises without further obligation Agreement by or on behalf of the party subject to Tenant or such proceeding upon written request therefor by the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall survivenondebtor party. 3.3.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“"Debtor”") and the trustee (“"Trustee”") or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“"Debtor-in-Possession”") or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“"Tenant’s 's Petition”"), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s 's right to be compensated for damages in such liquidation proceeding shall survive.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord's option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as debtor-in-possession they become due, (“Debtor-in-Possession”vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any Trustee appointed for Tenantproceeding seeking reorganization, fail to elect to assume this Lease arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within sixty (60) days after the filing commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the petition foregoing with respect to any guarantor of Tenant's obligations under this Lease. Upon the Bankruptcy Code (“Tenant’s Petition”)occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 18 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be deemed to have been rejectedan asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Tenant further knowingly and voluntarily waives If, upon the occurrence of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenantevents enumerated above, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 18.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages any breach or default under this Section 19 except as expressly provided in such liquidation proceeding shall survivethis Section 19.

Insolvency or Bankruptcy. A. In Tenant hereby agrees that neither this Lease nor any interest herein shall be assignable or transferable by operation of law, and it is mutually agreed, covenanted and understood by and between the parties hereto that in the event that Tenant shall become a debtor any proceedings under Chapter 7, 11 or 13 of the Bankruptcy Code or any amendment thereto, whether commenced by or against Tenant (“Debtor”) and the trustee (“Trustee”) or provided that if such proceeding be involuntary, Tenant shall elect have sixty (60) days to assume this Lease dismiss the same), or in the event Tenant be adjudged insolvent, or if Tenant makes an assignment for the purpose benefit of assigning its creditors, or if a writ of attachment or execution be levied on the same leasehold estate created hereby or otherwisethe business of Tenant operated upon the Premises or the assets of Tenant situated thereon and be not released or satisfied within thirty (30) days thereafter, such election and assignment may only or if any receiver be made if all appointed in any proceeding or action to which Tenant is a party, with authority to take possession or control of the terms Premises or the business conducted thereon by Tenant and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease such receiver not be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease dismissed within sixty (60) days after appointment, this Lease, at the filing option of Landlord (a) shall continue in existence as long as (i) the payment of all Rent agreed to herein is paid or assured to Landlord's satisfaction, in its sole discretion, and (ii) that in the event this Lease is assigned or assumed, no covenants in this Lease will be breached, or (b) shall immediately end and terminate and shall in no way be treated as an asset of Tenant after the exercise of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly aforesaid option; and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled have the right, after the exercise of said option, to at least thirty (30) days prior written notice from Tenant, as Debtorforthwith re-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of enter the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveas its original estate.

Insolvency or Bankruptcy. A. In If Grantor becomes insolvent as defined in the event that Tenant shall become a debtor under Chapter 7, 11 Colorado Uniform Commercial Code or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease makes an assignment for the purpose benefit of assigning creditors; or if any action is brought by Grantor seeking its dissolution or liquidation of its assets or seeking the same appointment of a trustee, interim trustee, receiver or otherwiseother custodian for any of its property; or if Grantor commences a voluntary proceeding under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by Grantor for the settlement, such election and assignment may only be made readjustment, composition or extension of any of its debts upon any terms; or if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges any action or petition is otherwise brought by Grantor seeking similar relief or alleging that it is essential insolvent or unable to the ability pay its debts as they mature; or if any action is brought against Grantor seeking its dissolution or liquidation of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possessionits assets, or seeking the Trustee abandons the Premisesappointment of a trustee, the same shall be deemed a rejection interim trustee, receiver or other custodian for any of the Lease. Landlord shall be entitled its property, and any such action is consented to at least or acquiesced in by Grantor or is not dismissed within thirty (30) days prior written notice from Tenantafter the date upon which it was instituted; or if any proceeding under the Federal Bankruptcy Code is instituted against Grantor and (i) an order for relief is entered in such proceeding or (ii) such proceeding is consented to or acquiesced in by Grantor or is not dismissed within thirty (30) days after the date upon which it was instituted; or if any reorganization or arrangement proceeding is instituted against Grantor for the settlement, as Debtor-in-Possessionreadjustment, composition or its Trustee extension of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trusteeits debts upon any terms, and this Lease shall be cancelledsuch proceeding is consented to or acquiesced in by Grantor or is not dismissed within thirty (30) days after the date upon which it was instituted; or if any action or petition is otherwise brought against Grantor seeking similar relief or alleging that it is insolvent, but Xxxxxxxx’s right unable to be compensated for damages pay its debts as they mature or generally not paying its debts as they become due, and such action or petition is consented to or acquiesced in such liquidation proceeding shall surviveby Grantor or is not dismissed within thirty (30) days after the date upon which it was brought.

Insolvency or Bankruptcy. A. In Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event that Tenant the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a debtor under Chapter 7, 11 trustee or 13 receiver of the Bankruptcy Code (“Debtor”) and other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the trustee (“Trustee”) other Party in bankruptcy or Tenant seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall elect to assume this Lease for the purpose have been issued a warrant of assigning the same attachment, execution, distraint or otherwise, such election and assignment may only be made if all similar process against any substantial part of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing property of the petition other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under the Bankruptcy Code (“Tenant’s Petition”)this Agreement are, this Lease and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. The Parties agree that in the event of the commencement of a bankruptcy proceeding by or against one Party hereunder ** Portions of the Exhibit have been rejected. Tenant further knowingly omitted and voluntarily waives any right have been filed separately pursuant to seek additional time an application for confidential treatment filed with the Securities and Exchange Commission pursuant to affirm or reject Rule 24b-2 under the Lease and acknowledges that there is no cause to seek such extension. If TenantSecurities Exchange Act of 1934, as Debtor-in-Possession, or amended. under the Trustee abandons the PremisesUnited States Bankruptcy Code, the same shall be deemed a rejection of the Lease. Landlord other Party shall be entitled to at least thirty (30) days prior written notice from Tenantcomplete access to any such intellectual property, as Debtor-in-Possessionand all embodiments of such intellectual property, or its Trustee of any intention pertaining to abandon the Premises. Landlord shall thereupon be immediately entitled to possession rights granted in the licenses hereunder of the Premises without further obligation Party by or against whom a bankruptcy proceeding has been commenced; subject, to Tenant or payment of the Trustee, Development and Commercial Milestone amounts and Running Royalties set forth in this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveAgreement.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord’s option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as debtor-in-possession they become due, (“Debtor-in-Possession”vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any Trustee appointed for Tenantproceeding seeking reorganization, fail to elect to assume this Lease arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within sixty (60) days after the filing commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the petition under the Bankruptcy Code (“foregoing with respect to any guarantor of Tenant’s Petition”)Obligations under this Lease. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 18 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be deemed to have been rejectedan asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Tenant further knowingly and voluntarily waives If, upon the occurrence of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenantevents enumerated above, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 18.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages any breach or default under this Section 19 except as expressly provided in such liquidation proceeding shall survivethis Section 19.

Insolvency or Bankruptcy. A. (a) In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B 34(b) and 20.D 34(d) hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx Tenant agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) ), or any Trustee appointed for Tenant, Tenant fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but XxxxxxxxLandlord’s right to be compensated for damages in such liquidation proceeding shall survive.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord’s option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as debtor-in-possession they become due, (“Debtor-in-Possession”vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any Trustee appointed for Tenantproceeding seeking reorganization, fail to elect to assume this Lease arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within sixty (60) days after the filing commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 16.3 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. If, upon the occurrence of any of the petition events enumerated above, under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 17.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages any breach or default under this Section 18 except as expressly provided in such liquidation proceeding shall survivethis Section 18.

Insolvency or Bankruptcy. A. In Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement and the Supply Agreement effective on written notice to the other Party in the event that Tenant the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a debtor trustee or receiver of such other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against such other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under Chapter 7any bankruptcy, 11 insolvency, reorganization or 13 other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the Bankruptcy Code property of such other Party, and any such event shall have continued for ninety (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing of the petition undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under the Bankruptcy Code (“Tenant’s Petition”)this Agreement are, this Lease and shall be deemed to have been rejectedbe, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm The Parties agree that in the event of the commencement of a bankruptcy proceeding by or reject against a Party under the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, United States Bankruptcy Code or the Trustee abandons laws of the PremisesRepublic of Italy, the same shall be deemed a rejection of the Lease. Landlord other Party shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of complete access to any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trusteeintellectual property, and this Lease shall be cancelledall embodiments of such intellectual property, but Xxxxxxxx’s right pertaining to be compensated for damages the rights granted to the bankrupt Party in such liquidation proceeding shall survivethe licenses hereunder. [*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 21.1 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord's option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of sixty (60) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) Business Days after the levy thereof, (vi) the admission by Tenant in writing of its inability to pay its debts as debtor-in-possession they become due, (“Debtor-in-Possession”vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any Trustee appointed for Tenantproceeding seeking reorganization, fail to elect to assume this Lease arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within sixty (60) days after the filing commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, such proceeding shall not have been dismissed. Upon the petition under the Bankruptcy Code (“Tenant’s Petition”)occurrence of any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be deemed to have been rejected. Tenant further knowingly assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and voluntarily waives in no event shall this Lease or any right to seek additional time to affirm or reject privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. If, upon the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection occurrence of any of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenantevents enumerated above, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, Tenant or such trustee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant outstanding hereunder as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 20.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages in such liquidation proceeding shall surviveany breach or default under this Article 21.

Insolvency or Bankruptcy. A. In the event that If (a) Tenant shall become admit in writing its inability to pay its debts as they mature; (b) Tenant shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; (c) Tenant shall file a debtor voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent; (d) Tenant shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under Chapter 7the present or future applicable federal, 11 state or 13 other statute or law relative to bankruptcy, insolvency or other relief for debtors; (e) a petition shall be filed against Tenant under the reorganization provisions of the Bankruptcy Code and Tenant shall fail to have such petition discharged within ninety (“Debtor”90) days of the filing thereof; (f) there shall be a sale or attempted sale by or under execution or other legal process of Tenant's leasehold interest hereunder and/or substantially all of Tenant's other assets; (g) Tenant's goods or chattels used in, or incident to, Tenant's operations at the Demised Premises are seized, sequestered or impounded by authority of law; or (h) there is an assignment by operation of law of Tenant's leasehold interest hereunder; then Landlord may terminate this Agreement by giving five (5) days written notice of termination to Tenant. In no event shall this Agreement be assigned or assignable by reason of any voluntary or involuntary bankruptcy proceeding, nor shall any rights or privileges hereunder be an asset of Tenant in any bankruptcy, reorganization or debtor relief proceedings of any nature. If Landlord is prevented by any order, law, rule or judgment of any court from terminating this Agreement, and the trustee (“Trustee”) Agreement continues pending resolution of Bankruptcy or insolvency proceedings, then Tenant shall elect furnish security of performance as set forth in Section 12.04 to assume this Lease for the purpose of assigning be administered by Landlord in the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed manner specified for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages security in such liquidation proceeding shall surviveArticle 14.

Insolvency or Bankruptcy. A. In To the event that Tenant extent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall become not be dismissed within [***] after the filing thereof, or (c) if the other Party shall propose or be a debtor party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the foregoing events giving rise to termination under Chapter 7this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, 11 or 13 Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code (“Debtor”) Code. The Parties shall retain and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if fully exercise all of the terms their respective rights and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition elections under the Bankruptcy Code Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (“Tenant’s Petition”), this Lease including all manufacturing information) shall be deemed considered to have been rejectedbe “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Tenant further knowingly and voluntarily waives Upon the bankruptcy of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesParty, the same non-bankrupt Party shall be deemed a rejection of the Lease. Landlord shall further be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possessiona complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its Trustee possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of any intention its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to abandon the Premises. Landlord time shall thereupon be immediately entitled considered agreements “supplementary” to possession this Agreement for purposes of Section 365(n) of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveBankruptcy Code.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord’s option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as debtor-in-possession they become due, (“Debtor-in-Possession”vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any Trustee appointed for Tenantproceeding seeking reorganization, fail to elect to assume this Lease arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (viii) if within sixty (60) days after the filing commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or (ix) the occurrence of any of the petition foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under the Bankruptcy Code (“Tenant’s Petition”), Article 19 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be deemed to have been rejectedan asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Tenant further knowingly and voluntarily waives If, upon the occurrence of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenantevents enumerated above, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 19.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages any breach or default under this Article 20 except as expressly provided in such liquidation proceeding shall survivethis Article 20.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“"Debtor”") and the trustee (“"Trustee”") or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of the Landlord to continue servicing the mortgage on the Building Premises that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“"Debtor-in-Possession”") or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“"Tenant’s 's Petition”"), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelledcanceled, but Xxxxxxxx’s 's right to be compensated for damages in such liquidation proceeding shall survive.

Insolvency or Bankruptcy. A. In Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on written notice to the other Party in the event that Tenant the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a debtor under Chapter 7, 11 trustee or 13 receiver of the Bankruptcy Code (“Debtor”) and other Party or for all or a substantial part of its property, or any case or proceeding shall have been commenced or other action taken by or against the trustee (“Trustee”) other Party in bankruptcy or Tenant seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall elect to assume this Lease for the purpose have been issued a warrant of assigning the same attachment, execution, distraint or otherwise, such election and assignment may only be made if all similar process against any substantial part of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing property of the petition other Party, and any such event shall have continued for ninety (90) calendar days undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under the Bankruptcy Code (“Tenant’s Petition”)this Agreement are, this Lease and shall be deemed to have been rejectedbe, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm The Parties agree that in the event of the commencement of a bankruptcy proceeding by or reject against one Party hereunder under the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesUnited States Bankruptcy Code, the same shall be deemed a rejection of the Lease. Landlord other Party shall be entitled to at least thirty (30) days prior written notice from Tenantcomplete access to any such intellectual property, as Debtor-in-Possessionand all embodiments of such intellectual property, or its Trustee of any intention pertaining to abandon the Premises. Landlord shall thereupon be immediately entitled to possession rights granted in the licenses hereunder of the Premises without further obligation Party by or against whom a bankruptcy proceeding has been commenced; subject, to Tenant or payment of the Trustee, Trademark Milestone amounts and Running Royalties set forth in this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveAgreement.

Insolvency or Bankruptcy. A. In The Tenant hereby agrees that neither ------------------------ this Lease or any interest herein shall be assignable or transferable by operation of law, pursuant to any proceedings under the Bankruptcy Code. It is hereby mutually agreed, covenanted and understood by and between the parties hereto that in the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition proceedings under the Bankruptcy Code or any amendment thereto, whether commenced by or against the Tenant (“Tenant’s Petition”), this Lease shall provided that if such proceeding be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premisesinvoluntary, the same Tenant shall be deemed a rejection of the Lease. Landlord shall be entitled to at least have thirty (30) days prior written notice from Tenant, as Debtor-in-Possessionto dismiss the same), or in the event the Tenant be adjudged insolvent, or if the Tenant makes an assignment for the benefit of its Trustee creditors, or if a writ of attachment or execution be levied on the leasehold estate created hereby or the business of the Tenant operated upon the Premises or the assets of the Tenant situate thereon and be not released or satisfied within ten (10) days thereafter, or if any intention receiver be appointed in any proceeding or action to abandon which the Premises. Landlord shall thereupon be immediately entitled Tenant is a party, with authority to take possession or control of the Premises without further obligation to Tenant or the Trusteebusiness conducted thereon by the Tenant and such receiver not be dismissed within thirty (30) days after his appointment, this Lease, at the option of the Landlord (a) shall continue in existence as long as (i) the payment of all Rent agreed to herein is assured, and this (ii) that in the event the Lease is assigned or assumed, no covenants in the Lease will be breached, or (b) shall immediately end and terminate and shall in no way be cancelledtreated as an asset of the Tenant after the exercise of the aforesaid option; and the Landlord shall have the right, but Xxxxxxxx’s right after the exercise of said option, to be compensated for damages in such liquidation proceeding shall surviveforthwith re enter the Premises as its original estate.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 21.1 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord's option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, as debtor-in-possession or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (“Debtor-in-Possession”30) days, (v) the attachment, execution or any Trustee appointed other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for Tenant, fail to elect to assume this Lease within sixty a period of ten (6010) business days after the levy thereof, (vi) the admission by Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of the any answer admitting or failing timely to contest a material allegation of a petition under the Bankruptcy Code (“Tenant’s Petition”)filed against Tenant in any proceeding seeking reorganization, this Lease shall be deemed to have been rejected. arrangement, composition, readjustment, liquidation or dissolution of Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possessionsimilar relief, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least (viii) if within thirty (30) days prior after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, as Debtor-in-Possessionand in no event shall this Lease or any right or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or its Trustee reorganization proceedings. If, upon the occurrence of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to events enumerated above, under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of -32- Tenant hereunder, Tenant or such trustee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant outstanding hereunder as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 20.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages in such liquidation proceeding shall surviveany breach of default under this Article 21.

Insolvency or Bankruptcy. A. In To the event that Tenant shall become extent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a debtor under Chapter 7, 11 petition in bankruptcy or 13 insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) Party or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if substantially all of its assets, or (b) if the terms other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease such petition shall not be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession dismissed within ninety (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the petition foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (“Tenant’s Petition”), this Lease including all manufacturing information) shall be deemed considered to have been rejectedbe “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Tenant further knowingly and voluntarily waives Upon the bankruptcy of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesParty, the same non-bankrupt Party shall be deemed a rejection of the Lease. Landlord shall further be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possessiona complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its Trustee possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to Execution Version continue, and continues, to perform all of any intention its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to abandon the Premises. Landlord time shall thereupon be immediately entitled considered agreements “supplementary” to possession this Agreement for purposes of Section 365(n) of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveBankruptcy Code.

Insolvency or Bankruptcy. A. In Any assignment for the event that benefit of creditors or by operation of law shall not be effective to transfer any rights of Tenant hereunder to the said assignee without the written consent of Landlord having first been obtained. If Tenant shall be declared insolvent or bankrupt, or if any assignment of Tenant's property shall be made for the benefit or creditors or otherwise, or if Tenant shall commit any act of insolvency or should become insolvent or shall make any transfer or property the purpose of which might tend to defeat the collection of rent due or to become due under this Lease, or if Tenant's leasehold interest herein shall be levied upon under execution or seized by virtue of any writ of any court of law, or if a debtor trustee in bankruptcy or a receiver be appointed for the property of Tenant, whether under Chapter 7the operation of state or federal statues, 11 then and in any such case, Landlord may, at its option, immediately, with or 13 without notice (notice being expressly waived), terminate this Lease and immediately take possession of said Premises using force as may be necessary without being guilty in any manner of trespass or forcible entry or detainer and without the same working any forfeiture of the obligations of Tenant hereunder. In case Tenant is adjudicated a bankrupt, or proceeds, or is proceeded against under any laws, state or federal, for relief of debtors, or in case a receiver is appointed to wind up in liquidate the affairs of Tenant, Landlord, at its election, shall have a probable claim in bankruptcy or receivership in an among equal to the sum of the last five (5) monthly installments of the rental provided for herein, which sum is fixed and liquidated by the parties hereto as the minimum amount of the damage sustained by Landlord as a result of the Bankruptcy Code (“Debtor”) or receivership of Tenant, and shall constitute a debt probable in bankruptcy or receivership and the trustee (“Trustee”) amount of said damages may be satisfied, at the election of Landlord, out of any monies or Tenant shall elect to assume this Lease securities deposited hereunder as security for the purpose of assigning the same or otherwise, such election and assignment may only be made if all payment by Tenant of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall survive.rent herein provided for:

Insolvency or Bankruptcy. A. In Either Party may, in addition to any other remedies available to it by law or in equity, terminate the rights and licenses granted to the other Party under this Agreement by written notice to the other Party in the event that Tenant (i) the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or (ii) there shall have been appointed a debtor under Chapter 7, 11 trustee or 13 receiver of the Bankruptcy Code other Party or for all or a substantial part of its property, or (“Debtor”iii) any case or proceeding shall have been commenced or some other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and the trustee (“Trustee”) any such event or Tenant action shall elect have continued for 60 days undismissed, unbounded and undischarged; provided, however, that no such right to assume this Lease terminate shall pertain solely by virtue of a voluntary reorganization for the purpose of assigning solvent amalgamation or reconstruction. To the same extent that the provisions of any bankruptcy or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential insolvency law applicable to the bankruptcy or insolvency of Modex fail to provide CTI as Licensee of Modex hereunder with rights analogous to those which Modex enjoys under the provisions of United States bankruptcy law in regard to its ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition exercise its rights under the Bankruptcy Code (“Tenant’s Petition”)licenses granted to Modex by CTI hereunder so long as Modex continues to satisfy its obligations hereunder, appropriate provisions will be added to this Lease shall be deemed Agreement providing CTI, to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek maximum extent possible, with such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveanalogous rights.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord’s option, constitute a breach of this Lease for by Tenant; (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, as debtor-in-possession or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of thirty (“Debtor-in-Possession”30) days, (v) the attachment, execution or any Trustee appointed other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for Tenant, fail to elect to assume this Lease within sixty a period of ten (6010) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of the any answer admitting or failing timely to Contest a material allegation of a petition under the Bankruptcy Code filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least viii) if within thirty (30) days prior written notice from Tenantafter the commencement of any proceeding against Tenant seeking any reorganization, as Debtor-in-Possessionarrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or its Trustee (ix) the occurrence of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Article 19 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. If, upon the occurrence of any of the events enumerated above, under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 19.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages any breach or default under this Article 20 except as expressly provided in such liquidation proceeding shall survivethis Article 20.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord’s option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Landlord’s Property; (ii) an assignment by Tenant for the benefit of Landlord to continue servicing creditors; (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted; (iv) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of ninety (90) days; (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Landlord’s Property, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof; (vi) the admission of Tenant in writing of its inability to pay its debts as debtor-in-possession they become due; (“Debtor-in-Possession”vii) the filing by Tenant of any answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any Trustee appointed for Tenantproceeding seeking reorganization, fail to elect to assume this Lease arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief; (viii) if within sixty (60) days after the filing commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; or (ix) the occurrence of any of the petition foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under the Bankruptcy Code (“Tenant’s Petition”), Section 17 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be deemed to have been rejectedan asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Tenant further knowingly and voluntarily waives If, upon the occurrence of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least thirty (30) days prior written notice from Tenantevents enumerated above, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Notwithstanding the provisions of Section 17.1, there shall be cancelledno cure periods for any breach or default under this Section 18, but Xxxxxxxx’s right to be compensated for damages except as expressly provided in such liquidation proceeding shall survivethis Section 18.

Insolvency or Bankruptcy. A. In To the event that Tenant shall become extent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a debtor under Chapter 7, 11 petition in bankruptcy or 13 insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) Party or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if substantially all of its assets, or (b) if the terms other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease such petition shall not be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession dismissed within ninety (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the petition foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (“Tenant’s Petition”), this Lease including all manufacturing information) shall be deemed considered to have been rejectedbe “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Tenant further knowingly and voluntarily waives Upon the bankruptcy of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesParty, the same non-bankrupt Party shall be deemed a rejection of the Lease. Landlord shall further be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possessiona complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its Trustee possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of any intention its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to abandon the Premises. Landlord time shall thereupon be immediately entitled considered agreements “supplementary” to possession this Agreement for purposes of Section 365(n) of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveBankruptcy Code.

Insolvency or Bankruptcy. A. In To the event that Tenant extent permitted under Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or (b) if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall become not be dismissed within [**] after the filing thereof, or (c) if the other Party shall propose or be a debtor party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Upon the occurrence of any of the foregoing (a) through (d) affecting a Party, such Party agrees to give the other Party prompt notice thereof to the extent permitted by Laws. All rights and licenses granted under Chapter 7or pursuant to any section of this Agreement to either Party are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, 11 or 13 Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code (“Debtor”) Code. The Parties shall retain and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if fully exercise all of the terms their respective rights and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition elections under the Bankruptcy Code (“Tenant’s Petition”)Code. The parties further agree that, this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm in the event of the commencement of a bankruptcy proceeding by or reject against a Party under the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesUnited States Bankruptcy Code, the same shall be deemed a rejection of the Lease. Landlord non‑debtor Party shall be entitled to at least thirty a complete duplicate of (30) days prior written notice from Tenantor complete access to, as Debtor-in-Possessionappropriate) any such intellectual property and all embodiments of such intellectual property, and the same, which, if not already in the non‑debtor party’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon the non‑debtor party’s written request therefor, unless the debtor party continues to perform all of its obligations under this Agreement or its Trustee (b) if not delivered under clause (a) above, following the rejection of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession this Agreement by or on behalf of the Premises without further obligation debtor party upon written request therefor by the non‑debtor party. All written agreements entered into in connection with the Parties’ conduct under this Agreement from time to Tenant or the Trustee, and this Lease time shall be cancelled, but Xxxxxxxx’s right considered agreements “supplementary” to be compensated this Agreement for damages in such liquidation proceeding shall survivepurposes of Section 365(n) of the Bankruptcy Code.

Insolvency or Bankruptcy. A. In To the event that Tenant shall become extent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a debtor under Chapter 7, 11 petition in bankruptcy or 13 insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) Party or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if substantially all of its assets, or (b) if the terms other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease such petition shall not be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession dismissed within ninety (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the petition foregoing events giving rise to termination under this Section 11.3. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (“Tenant’s Petition”), this Lease including all manufacturing information) shall be deemed considered to have been rejectedbe “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Tenant further knowingly and voluntarily waives Upon the bankruptcy of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesParty, the same non-bankrupt Party shall be deemed a rejection of the Lease. Landlord shall further be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possessiona complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its Trustee possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of any intention its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to abandon the Premises. Landlord time shall thereupon be immediately entitled considered agreements “supplementary” to possession this Agreement for purposes of Section 365(n) of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveBankruptcy Code.

Insolvency or Bankruptcy. A. In Upon the event that Tenant shall become a debtor under Chapter 7, 11 or 13 happening of any of the Bankruptcy Code following events, Landlord shall have the rights specified under Section 27.1 upon the occurrence of an “Event of Default” thereunder: (“Debtor”i) and the trustee admission by Tenant in writing of its inability to pay its debts as they become due; (“Trustee”ii) the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant shall elect of an answer admitting or failing timely to assume this Lease for the purpose contest a material allegation of assigning the same or otherwisea petition filed against Tenant in any such proceeding or, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession within ninety (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing commencement of any proceeding against Tenant seeking any reorganization, or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; (iii) the appointment of a receiver or trustee to take possession of all or substantially all of the petition assets of Tenant if not discharged within ninety (90) days; (iv) a general assignment by Tenant for the benefit of creditors; (v) any action or proceeding commenced by Tenant under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the Bankruptcy Code protection of creditors, or any such action commenced against Tenant and not discharged within ninety (“90) days after the date of commencement; or (vi) the attachment, execution or other judicial seizure of all or substantially all of Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm assets or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed if such attachment or other seizure remains undismissed or undischarged for a rejection period of the Lease. Landlord shall be entitled to at least thirty (30) business days prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon after the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall survivelevy thereof.

Insolvency or Bankruptcy. A. In To the event that Tenant shall become extent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a debtor under Chapter 7, 11 petition in bankruptcy or 13 insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) Party or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if substantially all of its assets, or (b) if the terms other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease such petition shall not be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession dismissed within ninety (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the petition foregoing events giving rise to termination under this Section 12.3. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (“Tenant’s Petition”), this Lease including all manufacturing information) shall be deemed considered to have been rejectedbe “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Tenant further knowingly and voluntarily waives Upon the bankruptcy of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesParty, the same non-bankrupt Party shall be deemed a rejection of the Lease. Landlord shall further be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possessiona complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its Trustee possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of any intention its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to abandon the Premises. Landlord time shall thereupon be immediately entitled considered agreements “supplementary” to possession this Agreement for purposes of Section 365(n) of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall survive.Bankruptcy Code. 12.4

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord's option, constitute a breach of this Lease for by Tenant: (1) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (2) an assignment by Tenant for the benefit of Landlord to continue servicing creditors, (3) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, (4) the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should filing of any voluntary petition in bankruptcy by Tenant, as debtor-in-possession or the filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (“Debtor-in-Possession”30) days, (5) the attachment, execution or any Trustee appointed other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for Tenant, fail to elect to assume this Lease within sixty a period of ten (6010) days after the levy thereof, (6) the admission of Tenant in writing of its inability to pay its debts as they become due, (7) the filing by Tenant of the any answer admitting or failing timely to contest a material allegation of a petition under the Bankruptcy Code filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the Lease. Landlord shall be entitled to at least 8) if within thirty (30) days prior written notice from Tenantafter the commencement of any proceeding against Tenant seeking any reorganization, as Debtor-in-Possessionarrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or its Trustee (9) the occurrence of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation foregoing on the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter, Landlord may elect to exercise any of its remedies under Section 17 above or any other remedy available at law or in equity. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges under this Lease be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. If, upon the occurrence of any of the events enumerated above, under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant or such trustee, in such time period as may be permitted by the bankruptcy court having jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 17.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages any breach or default under this Section 18 except as expressly provided in such liquidation proceeding shall survivethis Section 18. 19.

Insolvency or Bankruptcy. A. In Tenant hereby agrees that neither this Lease nor any interest herein shall be assignable or transferable by operation of law, and it is mutually agreed, covenanted and understood by and between the parties hereto that in the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition proceedings under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives or any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possessionamendment thereto, or the Trustee abandons the Premisesany other Laws and Orders, the same whether commenced by or against Tenant (provided that if such proceeding be involuntary, Tenant shall be deemed a rejection of the Lease. Landlord shall be entitled to at least have thirty (30) days prior written notice from Tenant, as Debtor-in-Possessionto dismiss the same), or in the event Tenant be adjudged insolvent, or if Tenant makes an assignment for the benefit of its Trustee creditors, or if a writ of attachment or execution be levied on the leasehold estate created hereby or the business of Tenant operated upon the Premises or the assets of Tenant situated thereon and be not released or satisfied within ten (10) days thereafter, or if any intention receiver be appointed in any proceeding or action to abandon the Premises. Landlord shall thereupon be immediately entitled which Tenant is a party, with authority to take possession or control of the Premises without further obligation to Tenant or the Trusteebusiness conducted thereon by Xxxxxx and such receiver not be dismissed within thirty (30) days after appointment, this Lease, at the option of Landlord (a) shall continue in existence as long as (i) the payment of all Rent agreed to herein is paid or assured to Landlord's satisfaction, in its sole discretion, and (ii) that in the event this Lease is assigned or assumed, no covenants in this Lease will be breached, or (b) shall immediately end and terminate and shall in no way be cancelledtreated as an asset of Tenant after the exercise of the aforesaid option; and Landlord shall have the right, but Xxxxxxxx’s right after the exercise of said option, to be compensated for damages in such liquidation proceeding shall survive.forthwith re-enter the Premises as its original estate.‌

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of Sections 20.B 20.B. and 20.D 20.D, hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstances, Xxxxxx Tenant agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the petition under the Bankruptcy Code (“Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the this Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the Premises, the same shall be deemed a rejection of the this Lease. Landlord shall be entitled to at least thirty (30) days days’ prior written notice from Tenant, as Debtor-in-Possession, or its Trustee of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but XxxxxxxxLandlord’s right to be compensated for damages in such liquidation proceeding shall survive.

Insolvency or Bankruptcy. A. In the event that Tenant shall become a debtor under Chapter 7, 11 or 13 21.1 The occurrence of any of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) or Tenant shall elect to assume following shall, at Landlord's option, constitute a breach of this Lease for by Tenant: (i) the purpose appointment of assigning the same a receiver to take possession of all or otherwise, such election and assignment may only be made if substantially all of the terms and conditions assets of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to or the ability Premises, (ii) an assignment by Tenant for the benefit of Landlord to continue servicing the mortgage on the Building that a decision on creditors, (iii) any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether to assume now existing or reject this Lease be made promptly. Under these circumstanceshereafter amended or enacted, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”iv) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (60) days after the filing of the any voluntary petition under the Bankruptcy Code (“in bankruptcy by Tenant’s Petition”), this Lease shall be deemed to have been rejected. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons filing of any involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days, (v) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) Business Days after the same shall be deemed levy thereof, (vi) the admission by Tenant in writing of its inability to pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or falling timely to contest a rejection material allegation of the Lease. Landlord shall be entitled to at least a petition filed against Tenant in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief, or (viii) if within thirty (30) days prior after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, such proceeding shall not have been dismissed. Upon the occurrence of any such event or at any time thereafter, this Lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this Lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, as Debtor-in-Possessionand in no event shall this Lease or any right or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or its Trustee reorganization proceedings. If, upon the occurrence of any intention to abandon the Premises. Landlord shall thereupon be immediately entitled to possession of the Premises without further obligation to events enumerated above, under applicable law Tenant or the Trustee, and trustee in bankruptcy has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, Tenant or such trustee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant outstanding hereunder as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. Notwithstanding the provisions of Section 20.1, there shall be cancelled, but Xxxxxxxx’s right to be compensated no cure periods for damages in such liquidation proceeding shall surviveany breach or default under this Article 21.

Insolvency or Bankruptcy. A. In Either Party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement effective on notice to the other Party, in the event that Tenant the other Party shall become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a debtor under Chapter 7, 11 trustee or 13 receive of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) other Party or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if substantially all of the terms and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease be made promptly. Under these circumstancesits property, Xxxxxx agrees that should Tenant, as debtor-in-possession (“Debtor-in-Possession”) or any Trustee appointed case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the other Party, and any such event shall have continued for Tenant, fail to elect to assume this Lease within sixty ninety (6090) days after the filing of the petition undismissed, unbonded and undischarged. Furthermore, all rights and licenses granted under the Bankruptcy Code (“Tenant’s Petition”)this Agreement are, this Lease and shall be deemed to have been rejectedbe, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to "intellectual property" as defined in Section 101(56) of the United States Bankruptcy Code. Tenant further knowingly and voluntarily waives any right to seek additional time to affirm The Parties agree that in the event of the commencement of a bankruptcy proceeding by or reject against one Party hereunder under the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesUnited States Bankruptcy Code, the same shall be deemed a rejection of the Lease. Landlord other Party shall be entitled to at least thirty (30) days prior written notice from Tenantcomplete access to any such intellectual property, as Debtor-in-Possessionand all embodiments of such intellectual property, or its Trustee of any intention pertaining to abandon the Premises. Landlord shall thereupon be immediately entitled to possession rights granted in the licenses hereunder of the Premises without further obligation to Tenant Party by or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation against whom a bankruptcy proceeding shall survivehas been commenced.

Insolvency or Bankruptcy. A. In To the event that Tenant shall become extent permitted under Applicable Law, either Party may terminate this Agreement, (a) if, at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a debtor under Chapter 7, 11 petition in bankruptcy or 13 insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Bankruptcy Code (“Debtor”) and the trustee (“Trustee”) Party or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if substantially all of its assets, or (b) if the terms other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and conditions of Sections 20.B and 20.D hereof are satisfied. The Tenant acknowledges that it is essential to the ability of Landlord to continue servicing the mortgage on the Building that a decision on whether to assume or reject this Lease such petition shall not be made promptly. Under these circumstances, Xxxxxx agrees that should Tenant, as debtor-in-possession dismissed within ninety (“Debtor-in-Possession”) or any Trustee appointed for Tenant, fail to elect to assume this Lease within sixty (6090) days after the filing thereof, or (c) if the other Party shall propose or be a party to any dissolution or liquidation, or (d) if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors. Each Party agrees to give the other Party prompt notice of the petition foregoing events giving rise to termination under this Section 11.3. All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully - 66 - SV\1263057.27 exercise all of their respective rights and elections under the Bankruptcy Code Code. All materials required to be delivered by the non-bankrupt Party under this Agreement (“Tenant’s Petition”), this Lease including all manufacturing information) shall be deemed considered to have been rejectedbe “embodiments” of such intellectual property for purposes of Section 365(n) of the Bankruptcy Code. Tenant further knowingly and voluntarily waives Upon the bankruptcy of any right to seek additional time to affirm or reject the Lease and acknowledges that there is no cause to seek such extension. If Tenant, as Debtor-in-Possession, or the Trustee abandons the PremisesParty, the same non-bankrupt Party shall be deemed a rejection of the Lease. Landlord shall further be entitled to at least thirty (30) days prior written notice from Tenant, as Debtor-in-Possessiona complete duplicate of, or complete access to, any intellectual property licensed to the non-bankrupt Party, and such, if not already in its Trustee possession, shall be promptly delivered to the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues, to perform all of any intention its obligations under this Agreement. All written agreements entered into in connection with the Parties’ performance under this Agreement from time to abandon the Premises. Landlord time shall thereupon be immediately entitled considered agreements “supplementary” to possession this Agreement for purposes of Section 365(n) of the Premises without further obligation to Tenant or the Trustee, and this Lease shall be cancelled, but Xxxxxxxx’s right to be compensated for damages in such liquidation proceeding shall surviveBankruptcy Code.