Common use of TERM, TERMINATION AND CANCELLATION Clause in Contracts

TERM, TERMINATION AND CANCELLATION. This Agreement shall remain in effect through March 31, 2016 unless terminated earlier by PuriCore for any reason or no reason upon giving thirty (30) days prior written notice. Any outstanding fees for work completed to PuriCore’s satisfaction will be prorated and paid to Inventor within 20 days following the date of termination. PuriCore may withhold payment for any work not satisfactory or not performed in compliance with this Agreement. This Agreement may be terminated immediately should either Party breach a material term hereof. All Services performed under this Agreement shall be subject to PuriCore’s reasonable satisfaction and approval. In the event that PURICORE, at any time in its sole discretion, reasonably determines that the Services performed or any portion thereof is unsatisfactory, it may require Inventor to correct or improve the Services by giving Inventor written notice, specifying the nature of the unsatisfactory performance. Inventor shall promptly thereafter take steps to correct the deficient performance to the reasonable satisfaction of PuriCore. Should Inventor fail to perform to the reasonable satisfaction of PuriCore within fifteen (15) days after receipt of such notice to correct the deficiency, PuriCore shall have the right to terminate the Work Order and any Work Order Services Forms immediately. The Work Order and any Work Order Services Forms may be terminated by PuriCore at any time for any reason or no reason upon giving thirty (30) days prior written notice to Inventor. In the event of termination or expiration of the Work Order and any Work Order Services Forms, all PuriCore property and all PuriCore work in the possession of Inventor shall be forwarded at PuriCore’s reasonable expense to PuriCore and PuriCore shall make payment for Services provided prior to the effective date of expiration or termination; provided, however, that PuriCore shall have no obligation to pay Inventor any fees or expenses that accrued subsequent to (a) a breach of Inventor’s obligations hereunder, (b) the failure of Inventor to perform the Services as contemplated by this Agreement or (c) the commission of fraud upon PuriCore by Inventor.

TERM, TERMINATION AND CANCELLATION. This 9.1 Unless terminated pursuant to the terms hereof, the term of this Agreement shall remain be coincident with the term of the Development and License Agreement between BMC and SI 9.2 Either party may terminate this Agreement by written notice in effect through March 31, 2016 unless terminated earlier by PuriCore for any reason or no reason upon giving the event (i) the other party materially breaches this Agreement and does not cure such breach within thirty (30) days prior of written notice. Any outstanding fees demand for work completed to PuriCore’s satisfaction will be prorated and paid to Inventor within 20 days following the date cure; "material breach" includes, but is not limited to, a breach of termination. PuriCore may withhold payment for any work not satisfactory or not performed covenants contained in compliance with Section 2.2 of this Agreement, or (ii) by written notice upon the liquidation or bankruptcy of, or an assignment for the benefits of creditors of, or a declaration of insolvency by, the other party. This Agreement may be terminated immediately should either Party breach a material term hereof. All Services performed under Termination of this Agreement pursuant to this Section 9.2 shall be subject to PuriCore’s reasonable satisfaction and approval. In the event that PURICORE, at any time in its sole discretion, reasonably determines that the Services performed or any portion thereof is unsatisfactory, it may require Inventor to correct or improve the Services by giving Inventor written notice, specifying the nature not constitute a termination of the unsatisfactory performance. Inventor shall promptly thereafter take steps to correct Development and License Agreement nor of the deficient performance to the reasonable satisfaction of PuriCore. Should Inventor fail to perform to the reasonable satisfaction of PuriCore within fifteen (15) days after receipt of such notice to correct the deficiency, PuriCore shall have the right to terminate the Work Order and any Work Order Services Forms immediately. The Work Order and any Work Order Services Forms may be terminated by PuriCore at any time for any reason or no reason upon giving thirty (30) days prior written notice to InventorMarketing License granted thereunder. In the event of termination of this Agreement by BMC pursuant to this Section, BMC shall be deemed to have acquired the Manufacturing License described in the Development and License Agreement effective upon such termination. 9.3 Notwithstanding the foregoing and as part of risk management practices, SI shall place a complete and updated set of Manufacturing Documentation and know-how in escrow in accordance with the provisions of Appendix "F". Said escrowed documentation and know-how shall be sufficient such as to maintain BMC as an alternative source of Instruments capable of supplying the Instruments to meet BMC's needs. In the event this Agreement is terminated and BMC retains the Manufacturing License, or expiration in the event SI cannot manufacture for ninety [90] days because of an event of force majeure, BMC shall have full, complete and unrestricted access to [including physical possession of] the said Manufacturing Documentation residing in escrow; all in accordance with the terms and conditions of the Work Order escrow documentation. SI agrees to provide all reasonable resources to render BMC fully qualified in all respects to supply Instruments with the same specifications, and any Work Order Services Forms, all PuriCore property manufacturing criteria and all PuriCore work in under the possession same regulatory and quality standards as if manufactured by SI. BMC will receive from SI a maximum of Inventor shall five hundred [500] hours of training and BMC will supply reasonably competent manufacturing and technical personnel who will be forwarded at PuriCore’s reasonable expense trained by SI to PuriCore and PuriCore shall make payment for Services provided prior to support production of the effective date of expiration or termination; provided, however, that PuriCore shall have no obligation to pay Inventor any fees or expenses that accrued subsequent to (a) a breach of Inventor’s obligations hereunder, (b) the failure of Inventor to perform the Services as contemplated by this Agreement or (c) the commission of fraud upon PuriCore by InventorInstrument.

TERM, TERMINATION AND CANCELLATION. This Agreement shall remain in effect through March 31, 2016 [*] unless terminated earlier by PuriCore for any reason or no reason upon giving thirty (30) days [*] prior written notice. Any outstanding fees for work completed to PuriCore’s satisfaction will be prorated and paid to Inventor within 20 days following the date of termination. PuriCore may withhold payment for any work not satisfactory or not performed in compliance with this Agreement. This Agreement may be terminated immediately should either Party breach a material term hereof. All Services performed under this Agreement shall be subject to PuriCore’s reasonable satisfaction and approval. In the event that PURICORE, at any time in its sole discretion, reasonably determines that the Services performed or any portion thereof is unsatisfactory, it may require Inventor to correct or improve the Services by giving Inventor written notice, specifying the nature of the unsatisfactory performance. Inventor shall promptly thereafter take steps to correct the deficient performance to the reasonable satisfaction of PuriCore. Should Inventor fail to perform to the reasonable satisfaction of PuriCore within fifteen (15) days [*] after receipt of such notice to correct the deficiency, PuriCore shall have the right to terminate the Work Order and any Work Order Services Forms immediately. The Work Order and any Work Order Services Forms may be terminated by PuriCore at any time for any reason or no reason upon giving thirty (30) days [*] prior written notice to Inventor. In the event of termination or expiration of the Work Order and any Work Order Services Forms, all PuriCore property and all PuriCore work in the possession of Inventor shall be forwarded at PuriCore’s reasonable expense to PuriCore and PuriCore shall make payment for Services provided prior to the effective date of expiration or termination; provided, however, that PuriCore shall have no obligation to pay Inventor any fees or expenses that accrued subsequent to (a) a breach of Inventor’s obligations hereunder, (b) the failure of Inventor to perform the Services as contemplated by this Agreement or (c) the commission of fraud upon PuriCore by Inventor.