Mutual Termination Rights. Each Party may terminate this Agreement, without penalty or liability to such Party, immediately upon written notice thereof (i) in the event of the commencement of any liquidation, dissolution, voluntary or involuntary bankruptcy, insolvency, receivership or similar proceeding of the other Party; (ii) if the other Party is unable to pay its debts as they become due, has explicitly or implicitly suspended payment of its debts as they become due (except debts contested in good faith) or if the creditors of the other Party have taken over its management or a substantial part of its assets.
Mutual Termination Rights. Either Party may terminate this Agreement, solely with respect to the Selected LNA Compound or Product to which a material breach relates, if:
(a) The other Party is in material breach of this Agreement, and the non-breaching Party delivers notice of such material breach to the other Party describing in detail the nature of such breach and its intent to terminate under this Section 10.3. If Enzon fails either to pay or to dispute in good faith any amounts alleged to be due and payable to Santaris hereunder within thirty (30) days after receiving written notice of such failure, Santaris may terminate this Agreement at the end of such thirty (30) day period. If the alleged breach is not for nonpayment, the allegedly breaching Party shall have ninety (90) days (or, in respect of any breach that would also be a breach under a Third Party License, such shorter time period as may be permitted under such Third Party License) from receipt of such notice to cure such breach (or, if such default cannot be cured within such ninety (90) day period, the breaching Party must commence and diligently continue actions to cure such default during such ninety (90) day period). Any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach or default prior to the expiration of such ninety (90) day period (or, if such default is capable of being cured but cannot be cured within such ninety (90) day period, the breaching Party has commenced and diligently continued actions to cure such default provided always that, in such instance, such cure must have occurred within one hundred eighty (180) days after notice thereof was provided to the breaching Party by the non-breaching Party to remedy such default); or
(b) Either Party may terminate this Agreement in its entirety if the other Party is generally unable to meet its debts when due, or makes a general assignment for the benefit of its creditors, or there shall have been appointed a receiver, trustee or other custodian for such Party for or a substantial part of its assets, or any case or proceeding shall have been commenced or other action taken by or against such Party in bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded...
Mutual Termination Rights. Either Party may terminate this Agreement immediately without further action if (A) the other Party files a petition in bankruptcy, or enters into an agreement with its creditors, or applies for or consents to the appointment of a receiver, administrative receiver, trustee or administrator, or makes an assignment for the benefit of creditors, or suffers or permits the entry of any order adjudicating it to be bankrupt or insolvent and such order is not discharged within thirty (30) days, or takes any equivalent or similar action in consequence of debt in any jurisdiction or (B) the other Party materially breaches any of the provisions of this Agreement and such breach is not cured within [* * *] days after the giving of written notice requiring the breach to be remedied; provided, that in the case of a failure of Client to make payments in accordance with the terms of this Agreement, Catalent may terminate this Agreement if such payment breach is not cured within [* * *] days of receipt of written notice of non-payment from Catalent.
Mutual Termination Rights. This Agreement may be terminated with immediate effect upon the mutual agreement of the Parties or by either Party if:
(a) The other Party commits a material breach of this Agreement that is unremedied later than ninety (90) days after written notice of such material breach has been sent to the breaching Party specifying the breach in reasonable detail, in which event the termination shall be effective ninety (90) days after receipt of the written notice, unless the breaching Party cures the breach within that ninety (90) day notice period, or, if such breach is incapable of cure within such ninety (90) day period, the breaching Party has commenced good faith efforts to cure such breach within such ninety (90) day period and cures such breach within six (6) months after the receipt of the notice of material breach; or
(b) the other Party enters into a bankruptcy event, meaning the other Party (i) shall voluntarily file in any court pursuant to any statute of any Governmental Authority in any country a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of such Party or of its assets; (ii) shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof; (iii) shall be a Party to any dissolution or liquidation; or (iv) shall make a general assignment for the benefit of its creditors.
Mutual Termination Rights. (a) In the event: (i) the Product does not obtain Authorization by the EC by June 30, 2021, (ii) Pfizer has supplied to Purchaser no doses of Product by December 31, 2021, subject to the extensions set forth in Section 2.4 (Delivery Schedule), or (iii) Pfizer is unable to supply all of the Contracted Doses by December 31, 2022, then a Party may terminate this Agreement upon written notice to the other Parties. Purchaser may invoice Pfizer for a refund of fifty percent (50%) of the Advance Payment for the initial 249,795 Contracted Doses not delivered (as determined ratably for the doses not delivered) except for cases where the cause of the termination is mainly or solely attributable to Purchaser. In the event this Agreement is terminated pursuant to this Section 6.3(a), the return of fifty percent (50%) Advance Payment shall be Purchaser’s sole and exclusive remedy for the failure to deliver any Contracted Doses.
(b) If the Authorization is received on or before June 30, 2021 but there is insufficient supply to deliver the full number of Contracted Doses by December 31, 2022, fifty percent (50%) of the Advance Payment for the initial 249,795 Contracted Doses not delivered (as determined ratably for the doses not delivered) will be refunded to Purchaser except for cases where such event is mainly or solely attributable to Purchaser. In such case and this Agreement is terminated, the return of Advance Payment for amounts not delivered shall be Purchaser’s sole and exclusive remedy for the Contracted Doses, or portion thereof, that were not delivered to Purchaser. For absolute clarity, there shall be no refund for the Contracted Doses delivered.
Mutual Termination Rights a) In the event: (a) Pfizer has supplied to Purchaser no doses of Product by January 2022, subject to the extensions set forth in Section 2.4 (Delivery Schedule), or (b) Pfizer is unable to supply a l of the Contracted Doses by December 31, 2022, then either Party may terminate this Agreement upon written notice to the other Party. Purchaser may invoice Pfizer for a refund of one hundred percent (100%) of the Advance Payment for the Contracted Doses not delivered (as determined ratably for the doses not delivered) except for cases where the cause of the termination is mainly or solely attributable to Purchaser. In the event this Agreement is terminated pursuant to this Section 6.3(a), the return of one hundred percent (100%) of the Advance Payment sha l be Purchaser’s sole and exclusive remedy for the failure to deliver any Contracted Doses.
Mutual Termination Rights. Either Party shall at its sole discretion have the right (but not the obligation) to terminate this Agreement upon written notice to the other Party:
Mutual Termination Rights. The following are material defaults, which, if applicable to a party, entitles the non-defaulting party, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, to terminate this Agreement upon notice to the defaulting party and without the opportunity to cure the default except as specifically set out in this Article: (i) filing a petition or pleading under any bankruptcy or insolvency laws, or if such a petition is filed against, and is not opposed by a party; (ii) the appointment of a permanent or temporary conservator, receiver or trustee for a party, or all or substantially all of a party’s property by any court having jurisdiction; (iii) making an assignment for the benefit of creditors or a written statement to the effect that a party is unable to pay its debts as they become due; (iv) the issuance of a levy, execution or attachment against all or substantially all of a party’s property, which is not released, stayed or satisfied within 30 days; (v) a party is dissolved; or (vi) a material, final judgment against a party remains unsatisfied for 30 days or longer without being discharged, vacated, reversed or stayed (unless a supersedeas bond is filed). The effective date of termination under this Article is the date set forth in applicable notice.
Mutual Termination Rights. Either party may terminate this Agreement in whole or in part by notice in writing immediately, if the other party:
(a) commits a breach of the Agreement and, where the breach is capable of remedy, a period of 20 Business Days has expired from when the other party notified the first party of the breach without the other party remedying the breach;
(b) commits a material breach of the Agreement, which is not capable of remedy; and
(c) becomes, threatens to become, or is in jeopardy of becoming, Insolvent.
Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if: (i) the other Party is in Default; (ii) the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange; or (iii) after entering into such Service Order, Spectrum learns that the costs to deliver the Services to the Service Location shall require a material increase in the Service Charges and Customer does not agree to pay such additional Service Charges by executing a revised Service Order.
