Master Agreement Termination Rights Clause Samples

Master Agreement Termination Rights. (i) Either Party may immediately terminate this Master Agreement by providing written notice upon the bankruptcy or the insolvency of the other Party. (ii) Either Party may terminate this Master Agreement by giving the other Party ninety (90) days prior written notice upon the other Party’s material breach of any provision of this Master Agreement, if the breach is not cured within [**] days after written notice thereof to the Party in breach. In the event that the material breach is curable and the Party in breach anticipates that it may not be able to cure such material breach within the prescribed [**] day period despite its continuing diligent efforts to do so, it shall provide the other Party with notice of all relevant issues. The Parties may thereafter extend the period to cure for whatever time they agree is reasonable under the circumstances. (iii) Either Party may terminate this Master Agreement by giving the other Party written notice should the non-terminating Party be unable to perform its obligations under any Project SOWs for a period in excess of [**] days by reason of force majeure, in accordance with Section 15.1(a). (iv) Genzyme may terminate this Master Agreement, upon [**] days prior notice following the loss or damage to Bulk Product(s) and/or Product(s) with an aggregate value of more than $[**] within any [**] month period, while such Bulk Product(s) and/or Product(s) are in Hospira’s custody; provided, however, that during such [**] day notice period the Parties shall meet to discuss whether there is any ability to implement procedures which would avoid future losses; and further provided that, in the event the Parties reach a written agreement on such procedures prior to the expiry of the [**] day notice period (or any agreed extension thereof), such termination shall not be effective. (v) Genzyme may terminate this Master Agreement if there is an Inability to Supply affecting more than [**] Products that continues for more than [**] days. (vi) Hospira may terminate this Master Agreement upon [**] days prior notice if in any [**] consecutive calendar years Genzyme fails to purchase its Minimum Purchase Requirements for [**] or more Project SOWs, irrespective of whether Genzyme waives Hospira’s manufacturing and delivery obligations pursuant to Section 8.2(b).