Seller’s Right to Terminate for Cause. Seller may terminate this Agreement, by providing written Notice to Buyer: [except as otherwise specifically provided under this 166.5,] if Buyer is in [material] breach of any representation, warranty or covenant of Buyer under this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within a commercially reasonable period of time (in no case exceeding [NUMBER] days) after Buyer's receipt of written Notice of such breach; or if Buyer (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Any termination under this 166.5 will be effective on Xxxxx's receipt of Seller's written Notice of termination or such later date (if any) set forth in such Notice.]
Seller’s Right to Terminate for Cause. Seller may terminate this Agreement (including all related Purchase Orders) on Notice to Master Distributor:
(a) except as otherwise specifically provided under this Section 10.04, if Master Distributor is in material breach of any representation, warranty, or covenant of Master Distributor under this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Master Distributor within a commercially reasonable period of time (in no case exceeding fifteen (15) days after Master Distributor’s receipt of Notice of such breach).
(b) if Master Distributor:
(i) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, that is not dismissed within 30 days;
(ii) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts;
(iii) makes or seeks to make a general assignment for the benefit of its creditors;
(iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
(c) in the event of a Force Majeure Event affecting Master Distributor’s performance of this Agreement for more than thirty (30) consecutive days; or
(d) if, without obtaining Seller’s prior written consent, which shall not be unreasonably withheld, (i) Master Distributor sells, leases or exchanges a material portion of Master Distributor’s assets, (ii) Master Distributor merges or consolidates with or into another Person, or (iii) a change in Control of Master Distributor’s occurs, unless in the case of a merger or consolidation of Master Distributor with another Person, Master Distributor is the surviving entity and has a net worth greater than or equal to its net worth immediately prior to the merger or consolidation. Any termination under this Section 10.04 is effective on Master Distributor’s receipt of Seller’s Notice of termination or any later date set out in the Notice.
Seller’s Right to Terminate for Cause. Seller may terminate this Agreement on Notice to Buyer: (a) ff Buyer is in material breach of any representation, warranty, or covenant of Buyer under this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within a commercially reasonable period of time (in no case exceeding thirty
