Common use of Termination: Breach Clause in Contracts

Termination: Breach. 15.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties.

Termination: Breach. 15.1 16.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 16.2 Neither Party may suspend performance or terminate this Agreement as a result of an event or occurrence described in subsection 15.116.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting non­defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 21 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 2021, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.221.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-non­ Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties. 16.3 This Agreement shall automatically terminate in the event that the Provider is no longer designated by the MPUC to provide Standard Offer Service.

Termination: Breach. 15.1 16.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 16.2 Neither Party may suspend performance or terminate this Agreement as a result of an event or occurrence described in subsection 15.116.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 21 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 2021, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.221.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties. 16.3 This Agreement shall automatically terminate in the event that the Provider is no longer designated by the MPUC to provide Standard Offer Service.

Termination: Breach. 15.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties.

Termination: Breach. 15.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result of an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-non- Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties. 15.3 This Agreement shall automatically terminate in the event that the Provider is no longer designated by the MPUC to provide Standard Offer Service.

Termination: Breach. 15.1 Any party, by written notice Notwithstanding anything to the other party (“Breaching Party”)contrary herein, may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon may be terminated and the occurrence of any of the followingtransactions contemplated hereby may be abandoned: (a) by the Breaching Party terminates Buyer if there exists a breach of any material representation, warranty, covenant or suspends doing business; agreement made to the Buyer under this Agreement (which breach cannot be cured or is not cured upon fifteen (15) days' written notice); (b) by the Breaching Party becomes subject Seller if there exists a breach of any representation, warranty, covenant or agreement made to any bankruptcy the Seller under this Agreement (which breach cannot be cured or insolvency proceeding under federal or state law is not cured upon fifteen (unless removed or dismissed within sixty (6015) days from the filing thereofdays' written notice), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or ; (c) by the Breaching Party commits a material Seller or the Buyer, provided that the terminating party is not then in breach of any of its obligations under material representations, warranties, covenants or agreements set forth in this Agreement, if the Closing has not been consummated by the earlier of (i) September 15, 1998 or (ii) the closing of the initial public offering of securities of the Buyer, or such extended date as may be agreed to in writing by the parties. Upon the termination of this Agreement under Section 13(c), no party hereto shall have any further liability or obligation to any other party hereunder, except for the Terms obligation of each party to pay its own expenses as set forth in Section 16 hereof and Conditions (ii) return to the Seller the DVK-1 System previously provided to Buyer, together with all modifications, upgrades, improvements and has not cured such breach within fifteen enhancements thereof made by Buyer or on Buyer's behalf. Upon the termination of this Agreement under Sections 13(a) or 13(b), the terminating party shall be entitled, in addition to pursuing other remedies, to recover its actual damages (15) days after receipt including costs of a written notice enforcement and reasonable attorneys' fees), arising from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of breach by the non-defaulting Party hereunder terminating party. In the event of a breach by the Seller of any material representation, warranty, covenant or agreement made by the Seller under this Agreement, the Buyer may, in lieu of exercising its right to terminate the Agreement, bring an action to enforce the terms of this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement Agreement by a decree of specific performance. With respect , it being agreed that the property to be conveyed hereunder is unique and not readily available in the open market and, in any such good faith dispute resolved pursuant to the provisions of Section 20event, the time period Seller hereby further agrees to cure waive any default, which shall include payment of and all defenses against any such action for specific performance on the grounds that there is an adequate remedy for money damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the partiesavailable.

Termination: Breach. 15.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result of an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-non- Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties.

Termination: Breach. 15.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-non- Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties.

Termination: Breach. 15.1 Any party, by written notice A. If either PARTY defaults with regard to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following:provisions of this AGREEMENT, the non-defaulting PARTY shall serve written notice of such default upon the defaulting PARTY. (a) B. Upon the Breaching Party terminates or suspends doing business; (b) defaulting PARTY’s receipt of said written notice, the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within defaulting PARTY shall have sixty (60) calendar days from to (a) provide the filing thereof)non-defaulting PARTY with a plan to cure the default and (b) commence to cure the default in accordance with said plan. The defaulting PARTY shall diligently pursue said cure to completion, and in any event shall complete the cure within one (1) year after receiving the non-defaulting Party’s written notice of default. In the event the defaulting PARTY has not complied with the provisions of this Section, the non- defaulting PARTY may terminate this AGREEMENT by providing written notice of termination to the defaulting PARTY. C. If the CITY terminates this AGREEMENT pursuant to paragraph A above, the CITY shall have no further liability to the COUNTY pursuant to this AGREEMENT. D. If the COUNTY terminates this AGREEMENT pursuant to paragraph A above, the CITY shall be liable to the COUNTY as follows: (a) if the COUNTY discontinues operation of the FACILITY as a result of the CITY’s default, the CITY shall be liable to the COUNTY for any portion of the $500,000 SWRCB grant that is required by the State to be reimbursed as a result of the COUNTY’s discontinuation of the PROJECT; or becomes insolvent(b) if the COUNTY continues operation of the FACILITY, becomes subject the CITY shall be liable to direct control of a transferee, receiver or similar authority, or makes an assignment the COUNTY for the benefit projected operations and maintenance costs for the remainder of creditors; the term of the AGREEMENT, or (c) COUNTY can elect to disassemble and relocate FACILITY and appurtenances to another area, whereas the Breaching Party commits a material breach of any of its obligations under this Agreement or CITY will fund the Terms cost for removal and Conditions relocation. The projected operations and has not cured such breach within fifteen (15) days after receipt of a written notice from maintenance costs will be calculated based on the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right average annual operations and maintenance costs of the non-defaulting Party hereunder FACILITY for the previous two years of operation. This annual cost (the “Annual Cost”) will then be multiplied by the number of years remaining in the original eight year term of the AGREEMENT. If, after payment by CITY to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant COUNTY for the projected remaining operations and maintenance costs, the COUNTY subsequently discontinues operation of the FACILITY, the COUNTY shall reimburse the CITY in an amount equal to the provisions Annual Cost multiplied by the number of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree years remaining in the original eight year term of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the partiesAGREEMENT.

Termination: Breach. 15.1 Any partyNotwithstanding any other provisions of this Agreement, by written notice to either Party, at its option, may terminate this Agreement; 8.1 Should the other party commit an act of bankruptcy, be declared bankrupt, voluntarily file or have voluntarily filed against it, a petition for bankruptcy or reorganization unless such petition is dismissed within sixty (“Breaching Party”)60) days of filing, enter into an arrangement for benefit or creditors, enter into a procedure of winding up or dissolution or should a Trustee or Receiver be appointed for its business, assets or operations; or 8.2 Unless excused pursuant to Section 14 of this Agreement, upon one hundred twenty (120) days written notice, should the other fail to comply with or to perform any of its material obligations under this Agreement unless such failure or non-performance is corrected within the 120-day period following written notification, or such extended period as shall be agreed between parties. 8.3 Notwithstanding the foregoing, if Genzyme fails to provide the Material in accordance with this Agreement and any Order in accordance with Sections 4 and 5 above, more than [***], Discovery’s purchase requirements (as set forth in Section 1 above) shall be temporarily suspended with respect to such portion of the Material that Genzyme is unable to deliver until such time that Genzyme can demonstrate that it will be able to fulfill Orders in accordance with the terms and conditions herein. Genzyme’s delivery of one scheduled Order for Material in accordance with Section 5 above shall be deemed to be satisfactory evidence of the foregoing. 8.4 Subject to Section 8.6, Genzyme may terminate this Agreement in whole or in part upon ninety (90) days prior written notice to Discovery with respect to such Breaching Party or suspend further performance without terminating cause. 8.5 Termination of this Agreement upon the occurrence of any of the following: (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; providedrelease Discovery from its payment obligations hereunder, howeverincluding, that the accrual of such damages shall be from without limitation, payment for any Orders placed prior to the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if termination and payment obligations related to the defaulting Party shall have complied fully with the arbitration decision within the time period Binding Forecast, as set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the partiesin Section 4.

Termination: Breach. 15.1 Any party, by written notice to the other party (“Breaching Party”), may terminate this Agreement in whole or in part with respect to such Breaching Party or suspend further performance without terminating this Agreement upon the occurrence of any of the following: : (a) the Breaching Party terminates or suspends doing business; (b) the Breaching Party becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a transferee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (c) the Breaching Party commits a material breach of any of its obligations under this Agreement or the Terms and Conditions and has not cured such breach within fifteen (15) days after receipt of a written notice from the other party specifying the nature of such. 15.2 Neither Party may suspend performance or terminate this Agreement as a result of an event or occurrence described in subsection 15.1, as to which there is a good faith dispute between the Parties concerning the right of the non-defaulting Party hereunder to terminate this Agreement. The Parties hereby agree to submit such good faith dispute to arbitration pursuant to the provisions of Section 20 hereof, and acknowledge that such obligation shall be subject to enforcement by a decree of specific performance. With respect to any such good faith dispute resolved pursuant to the provisions of Section 20, the time period to cure any default, which shall include payment of any damages determined to have been caused by such default, shall not commence until the issuance of a final arbitration decision; provided, however, that the accrual of such damages shall be from the date of notice of arbitration required under Section 20.2. Neither party may terminate this Agreement if the defaulting Party shall have complied fully with the arbitration decision within the time period set forth therein. If the defaulting Party shall not comply fully with the arbitration decision within such time period, the non-Defaulting Party shall have the right to terminate this Agreement and shall be entitled to recover its direct damages and losses (which shall not include consequential damages) relate to all transactions contemplated between the parties.