Termination by Either Party for Breach. (a) Either Party may terminate this Agreement with respect to any Product (on a Product-by-Product basis) as to the entire Territory or with respect to any country (on a country-by-country basis), in the event the other Party materially breaches this Agreement, and such breach shall have continued for ninety (90) days (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach) after written notice shall have been provided to the breaching Party by the non-breaching Party requiring such breach to be remedied and stating an intention to terminate if not so cured (a “Termination Notice”). Except as set forth in Section 13.3(b), any such termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach prior to the expiration of the ninety (90) day period (or, if such default cannot be cured within such ninety (90) day period, if the alleged breaching Party has not commenced and diligently continued good faith efforts to cure such breach).
(b) If the alleged breaching Party disputes the existence or materiality of a breach specified in a Termination Notice provided by the other Party in accordance with Section 13.3(a), and such alleged breaching Party provides the other Party notice of such dispute within said ninety (90) day period after receiving such Termination Notice, then the non-breaching Party shall not have the right to terminate this Agreement under Section 13.3(a) with respect to such country or countries unless and until arbitrators, in accordance with Article 16, have determined that the alleged breaching Party has materially breached this Agreement with respect to such country or countries and such Party fails to cure such breach within ninety (90) days following such arbitrators’ decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ten (10) Business Days following such arbitrators’ decision). It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement shall remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.
(c) Section 13.3(a) shall not apply to or encompass a breach (or alleged breach) of BMS’ obligation to use Diligent Efforts as set forth in Section 3.8, 3.13 or 5.1, and...
Termination by Either Party for Breach. Subject to certain variations set forth in Section 10.3.2 with respect to a material breach by Celgene of its obligation to use Commercially Reasonable Efforts pursuant to Section 2.2.1, this License Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this License Agreement, provided, that if the breaching Party has not cured such breach within sixty (60) days (or thirty (30) days, in the case of Celgene’s payment obligations under this License Agreement, or the time period provided in Section 10.3.2 with respect to a material breach by Celgene of its obligation to use Commercially Reasonable Efforts) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this License Agreement pursuant to this Section 10.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this Agreement will run from [***]. Any such termination of this License Agreement under this Section 10.3.1 shall [***], unless the breaching Party has cured any such breach or default prior to the expiration of such Cure Period, or, if such breach is not susceptible to cure within the Cure Period, then, the non-breaching Party’s right of termination shall be [***]. The Parties understand and agree that [***] for purposes of determining [***].
Termination by Either Party for Breach. If a Party materially breaches this Agreement, and fails to cure such breach within thirty (30) days from the date of receipt of written notice of such breach, the non-breaching Party may terminate this Agreement with thirty (30) days’ written notice to the other Party.
Termination by Either Party for Breach. Subject to certain variations set forth in Section 9.3.2 with respect to a material breach by Celgene of its obligation to use Commercially Reasonable Efforts pursuant to Section 2.2.1, this License Agreement and the rights granted herein may be terminated by either Party for the material breach by the other Party of this License Agreement [***], provided, that if the breaching Party has not cured such breach within [***] (or [***], in the case of Celgene’s payment obligations under this License Agreement, or the time period provided in Section 9.3.2 with respect to a material breach by Celgene of its obligation to use Commercially Reasonable Efforts) (the “Cure Period”) after the date of written notice to the breaching Party of such breach, which notice shall describe such breach in reasonable detail and shall state the non-breaching Party’s intention to terminate this [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. License Agreement pursuant to this Section 9.3.1. Notwithstanding the preceding sentence, the Cure Period for any allegation made in good faith as to a material breach under this License Agreement will run from [***].
Termination by Either Party for Breach. 8.1 We may terminate your Membership:
(A) on 30 days’ written notice if any unpaid fees or charges remain unpaid for 30 days or more;
(B) or immediately at our absolute discretion if you are in serious breach of the Agreement (which includes the align rules) or commit repeated minor breaches. If we do terminate your membership for any of these reasons you shall not be entitled to any repayment of the Subscription Fee. If you are a Direct Debit Member, you will remain liable, in accordance with the existing terms, for the full amount of the Subscription Fee to the end of the initial Membership Term, even if you cancel your direct debit.
8.2 You may terminate your Membership by giving the agency 30 days’ notice in writing if:
(A) We significantly reduce the Facilities or opening hours of Align facilities, or close Align for refurbishment, for a period of more than 8 weeks at a time (for the avoidance of doubt a significant reduction of the Facilities means closure of Align Health Agency and/or Align Fitness area significant reduction of opening hours means being open for less than 4 hours on a week day). We will use our reasonable endeavours to give you at least 1 month’s notice of the change (either in writing or by displaying a sign at the Health Agency and/or Fitness area); (A) We vary the terms of the Terms and Conditions in accordance with Section 17.1, and you can demonstrate to our reasonable satisfaction that the changes are materially prejudicial to you. You’re right to terminate pursuant to this Section 8.1 (B) does not apply if the variation has been imposed on us by legislation, government or local authority regulation or regulation of any other competent body.
8.3 If you terminate your Membership pursuant to Section 8.2 and are a Prepaid Member, you will be entitled to a Prepaid Member Refund. If you are a Direct Debit Member no further payment will be due from the date of termination and you will be entitled to a Direct Debit Member Refund, where applicable.
Termination by Either Party for Breach. If a Party materially breaches this Agreement, and (i) such breach is of a payment obligation hereunder, then the other Party may terminate this Agreement upon [*] prior written notice to the first Party specifying such breach if the breaching Party fails to cure the breach within such [*], (ii) such breach is of an obligation hereunder other than a payment obligation and is reasonably curable within [*], then the other Party may terminate this Agreement upon [*] prior written notice to the first Party specifying such breach if the breaching Party fails to cure the breach within such [*], or (iii) such breach is of an obligation hereunder other than a payment obligation and is not reasonably curable within [*], the other Party may give the breaching Party written notice specifying such breach and may then terminate this Agreement upon an additional [*] written notice if the breaching Party either fails to provide by the end of the initial [*] period a reasonable written plan to cure such breach as promptly as reasonably practicable or fails to carry out such plan diligently and cure such breach.
Termination by Either Party for Breach. Rigel shall have the right to terminate this Agreement upon written notice to AZ if AZ, after receiving written notice from Rigel identifying a material breach by AZ of its obligations under this Agreement, fails to cure such material breach within sixty (60) days from the date of such notice AZ shall have the right to terminate this Agreement upon written notice to Rigel if Rigel, after receiving written notice from AZ identifying a material breach by Rigel of its obligations under this Agreement, fails to cure such material breach within sixty (60) days from the date of such notice.
Termination by Either Party for Breach. Either Party may terminate this Agreement in the event the other Party commits a material breach of any obligation of this Agreement. A material breach by TMC will include, but not be limited to, TMC’s failure to satisfy any of its diligence obligations described in Sections 3.5 and 3.7.
Termination by Either Party for Breach. 8.1 We may terminate the Agreement:
8.1.1 on 30 days’ written notice if any unpaid fees or charges remain unpaid for 30 days or more; or
8.1.2 immediately at our sole and absolute discretion if you are in material breach of the Agreement and/or the Align Rules or commit repeated minor breaches. If we do terminate the Agreement for any of these reasons you shall not be entitled to any repayment of the Subscription Fee. If you are a Direct Debit Member, you will remain liable, in accordance with the existing terms, for the full amount of the Subscription Fee to the end of the initial Membership Term, even if you cancel your direct debit.
8.2 You may terminate your Membership by giving us 30 days’ notice in writing if:
8.2.1 we significantly reduce the Services or close the Facility for refurbishment, for a period of more than eight weeks at a time. We will use our reasonable endeavours to give you at least 30 days’ notice of the change (either in writing or by displaying a sign at the Facility; or
8.2.2 we vary the terms of the Terms and Conditions in accordance with Section 14.1, and you can demonstrate to our reasonable satisfaction that the changes are materially prejudicial to you.
Termination by Either Party for Breach. If a Party commits a material breach of these Terms and Conditions and does not remedy the breach within 30 days of receiving a written notice to do so (15 days in the event of a non-payment breach), then the other Party may terminate these Terms and Conditions. In the event PacketFabric terminates these Terms and Conditions due to Customer's uncured breach, PacketFabric reserves the right to assess an early termination charge calculated in accordance with Section 8.1 above.
