Manufacturing Plant Shutdown; Sale; Termination Fee Sample Clauses

Manufacturing Plant Shutdown; Sale; Termination Fee. If at any time during the Term, X. X. Xxxxx decides to permanently discontinue operations at the Manufacturing Plant (other than for a sale of the Manufacturing Plant, the terms of which sale include the assumption by the buyer of the terms and obligations of this Agreement), or this Agreement is otherwise terminated for any reason other than for a default by Xxxxxxxxx-Americas as defined in Section 12.1 (hereafter, "Failed Performance"), X. X. Xxxxx shall pay to Xxxxxxxxx-Americas a Termination Fee in the relevant amount set forth in Schedule 11.3 ("Termination Fee"). X. X. Xxxxx shall not be required to pay a Termination Fee in the event of a sale of the Manufacturing Plant by X. X. Xxxxx to a third party purchaser, where (i) such third party purchaser is an investment grade credit at least equal to X. X. Xxxxx ; (ii) such third party purchaser assumes all of the X. X. Xxxxx obligations under this Agreement; and (iii) the terms of the purchase relating to such assumption of X. X. Xxxxx'x obligations under this Agreement are approved by Xxxxxxxxx-Americas, which approval shall not be unreasonably withheld.
Sample 1
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Related to Manufacturing Plant Shutdown; Sale; Termination Fee

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