Termination by Either Party for Cause. In the event that: (i) the Transfer Agent defaults in the performance of its obligations under Schedule 1.3 "Service Level Agreement" in accordance with the terms of such schedule and, as a result thereof, the Fund is entitled to exercise a Service Level Termination Right as defined in such schedule or (ii) either party fails perform its duties hereunder (including any material interruption or cessation of its operations), which failure materially adversely affects the business operations of the other party and which failure continues for thirty (30) days after receipt of written notice from the first party, unless such failure is excused under the terms of Schedule 1.3 or Section 15.3 (Force Majeure) of this Agreement, such non-defaulting party may terminate this Agreement by giving written notice to the other party as of the termination date specified in the notice of termination. The Transfer Agent shall make a good faith effort to facilitate conversion as described in Section 12.2 above. In the event of a termination by the Fund for cause, the Fund shall not be obligated to pay the Early Termination Fee as defined in Section 12.2 above.
Termination by Either Party for Cause. Either party may suspend performance and/or terminate this Agreement immediately upon written notice at any time if:
16.4.1 The other party is in material breach of any material warranty, term, condition or covenant of this Agreement, other than those contained in Section 13, and fails to cure that breach within thirty (30) days after written notice thereof; or
16.4.2 The other party is in material breach of Section 13.
Termination by Either Party for Cause. Either party may suspend performance and/or terminate this Agreement immediately upon written notice at any time if the other party is in material breach of Section 8.2 and fails to cure that breach within five (5) days after written notice thereof.
Termination by Either Party for Cause. Either Party may terminate this Agreement in its entirety at any time during the Term by giving written notice to the other Party if the other Party commits a material breach of its obligations under this Agreement (a “Material Breach”), such notice to describe such Material Breach in reasonable detail, and such Material Breach remains uncured for [***], measured from the date written notice of such breach is given to the breaching Party; provided, however, that if the nature of the asserted breach is such that more than [***] days are reasonably required to cure, then the cure period shall be extended for a period not to exceed an additional [***] days so long as the Party seeking to cure the asserted breach is diligently pursuing such cure to completion.
Termination by Either Party for Cause. Either party may terminate this Agreement immediately, upon written notice, without liability to the other, if the other party becomes insolvent or liquidates or terminates its business or is adjudicated bankrupt or makes an assignment for the benefit of creditors or invokes the provisions of any law for the relief of debtors or files for or has filed against it any similar proceeding or generally becomes unable to pay its debts as they become due. If either party defaults in the performance of, or compliance with any of its material obligations under, this Agreement, and such default has not been remedied or cured within thirty (30) days after the other party gives the breaching party written notice specifying the default, or if the nature of the default is such that more than thirty (30) days are required for the cure thereof, and the breaching party fails to commence its effort to cure such breach or default within such thirty (30) days and to diligently prosecute the same to completion thereafter, then the non-breaching party may immediately terminate this Agreement upon providing written notice thereof.
Termination by Either Party for Cause. Subject to Section 13.06, a Party may terminate this Agreement prior to the expiration of this Agreement upon the occurrence of any of the following:
(a) upon or after the permanent cessation of operations of the other Party without a successor, or the bankruptcy or judicially declared insolvency of such Party, or the dissolution or winding up of the other Party (other than dissolution or winding up for the purposes or reconstruction or amalgamation) without a successor; or
(b) upon or after the material breach of this Agreement or the Supply Agreement by the other Party (other than a failure to pay by Purdue under this Agreement, which is addressed in Section 13.03(b)), if the breaching Party has not cured such breach, if capable of being cured within such time period, within *** after written notice thereof by the non-breaching Party, provided that notwithstanding the foregoing, BDSI shall be entitled to terminate this Agreement pursuant to Section 13.03(b) without providing the aforementioned opportunity to cure.
Termination by Either Party for Cause. Except as otherwise provided in Section 3.2.5, either Party may terminate this Agreement, in its entirety or, at the terminating Party’s option, on a Research Project Target-by-Research Project Target basis, at any time during the Term of this Agreement by giving written notice to the other Party if the other Party commits a material breach of its obligations under this Agreement and such breach remains uncured for ninety (90) days, measured from the date written notice of such breach is given to the breaching Party. Notwithstanding the foregoing, a Party shall have the right to terminate this Agreement pursuant to this Section 9.3 (a) in part with respect to an individual Research Project Target only if the other Party’s material breach giving rise to such termination right relates to such Research Project Target or (b) in its entirety only if such material breach fundamentally frustrates the objectives of or transactions contemplated by this Agreement taken as a whole or affects substantially all of the Research Program.
Termination by Either Party for Cause. Either Party may terminate this Agreement, in its entirety or, at the terminating Party’s option, on an Allogene Target-by-Allogene Target basis or Cellectis Program Target-by Cellectis Program Target basis, as applicable, at any time during the Term of this Agreement by giving written notice to the other Party if the other Party commits a material breach of its obligations under this Agreement and such breach remains uncured for ninety (90) days, measured from the date written notice of such breach is given to the breaching Party. Notwithstanding the foregoing, a Party will have the right to terminate this Agreement pursuant to this Section 9.3: (a) in part with respect to an individual Allogene Target or Cellectis Program Target, as applicable, only if the other Party’s material breach giving rise to such termination right relates to such Allogene Target or Cellectis Program Target, as applicable, or (b) in its entirety only if such material breach fundamentally frustrates the objectives or transactions contemplated by this Agreement taken as a whole.
Termination by Either Party for Cause. (a) In the event either party shall be in breach of any material obligation hereunder, the non-breaching party may give written notice to the breaching party specifying the claimed particulars of such breach, and in the event such material breach is not cured, or effective steps to cure such material breach have not been initiated or are not thereafter diligently pursued within *** (***) days following the date of such written notification, in addition to any other damages or remedies available to the non-breaching party, the non-breaching party shall have the right thereafter to terminate this Agreement by giving not less than *** (***) days’ prior written notice to the breaching party to such effect. Any termination by any party under this Section 7.02 shall be without prejudice to any damages or remedies to which it may be entitled from the other party. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
(b) Either party may terminate this Agreement upon written notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within *** (***) days), or has a receiver or trustee appointed for substantially all of its property.
Termination by Either Party for Cause. Without prejudice to any other right or remedy which may be available to it, either party shall be entitled to immediately terminate this Agreement by giving written notice to the other, if the other party:
