Termination by Either Party for Material Breach. Either Party may terminate this Agreement, with respect to a particular Exclusive Target, or in its entirety, by written notice to the other Party for any material breach of this Agreement, with respect to such Exclusive Target, or in its entirety, respectively, by the other Party if, in the case of remediable breach, such material breach is not cured within [**] for payment defaults) after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach is not capable of being cured within such [**] period, the cure period shall be extended for such amount of time that the Parties may agree in writing is reasonably necessary to cure such breach, so long as (1) the breaching Party is making diligent efforts to do so, and (2) the Parties agree on an extension within such [**] period. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (i) whether a breach is material or has occurred or (ii) the alleged failure to cure or remedy such material breach, and provides written notice of that dispute to the other Party within the above time periods, then the matter will be addressed under the dispute resolution provisions in Article 14, and the notifying Party may not so terminate this Agreement until it has been determined under Article 14 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within [**] (or such longer period as determined by the arbiter of such dispute resolution) after the conclusion of that dispute resolution procedure. Notwithstanding the foregoing, if Arvinas has the right to terminate this Agreement pursuant to this Section 13.2 due to a material breach by Licensee, and if such breach relates solely to a given Exclusive Target and/or the related Licensed Product, Arvinas may only terminate this Agreement with respect to such Exclusive Target and Arvinas may not terminate this Agreement in its entirety.
Termination by Either Party for Material Breach. If one Party is in material breach of any of its obligations under this LTA-G, the other Party can give it written notice that within thirty (30) days of receiving such notice the breach must be remedied (if such breach is capable of remedy). If the breaching Party does not remedy the breach within the thirty (30) days’ period or if the breach is not capable of remedy, the non-breaching Party can terminate this LTA-G. The termination will be effective thirty (30) days after the non-breaching Party gives the breaching Party written notice of termination. The initiation of conciliation or arbitral proceedings in accordance with Article 9 (Privileges and Immunities; Settlement of Disputes) of the UNICEF General Terms and Conditions of Contract (Goods) will not be grounds for termination of this LTA-G.
Termination by Either Party for Material Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice describing the breach.
Termination by Either Party for Material Breach. Either Party may terminate immediately a particular Agreement, without prior intervention of a court, if the other Party: (i) commits a material or persistent breach of any of its obligations which is incapable of remedy, (ii) materially breaches this Agreement and fails to cure such breach which is capable of remedy within thirty
Termination by Either Party for Material Breach. Upon any material breach of a material term of this Agreement by either Party, the non-breaching Party may, at its option, terminate this Agreement upon sixty (60) days written notice of such breach to the breaching Party, or upon thirty (30) days in the event of a material breach of a payment obligation. Such termination shall become effective at the end of such sixty (60) day or thirty (30) day period, as applicable, unless the breaching Party cures such breach or violation during such sixty (60) day or thirty (30) day period, as applicable; provided, however, in the case of a breach or violation that cannot be cured within such sixty (60) day or thirty (30) day period, as applicable,, the non-breaching Party may terminate this Agreement following such sixty (60) day or thirty (30) day period, as applicable, only if the breaching Party shall have failed to commence substantial remedial actions to cure such breach within such sixty (60) day or thirty (30) day period, as applicable, and to use diligent efforts to pursue the same. Any termination by a Party under this Section 9.2 shall be without prejudice to any damages or other legal or equitable remedies to which it may be entitled from the other Party.
Termination by Either Party for Material Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in detail; provided, however, that You may terminate Maintenance Services only if We materially breach our obligations with regard to such services and fail to cure, or to begin in good faith to cure, the breach within sixty (60) days following written notice from You specifying the breach in detail. In the event of termination of Maintenance Services, You shall be liable only for payment for Maintenance Services through the termination date and shall receive a pro-rata refund of any unused, prepaid fees.
Termination by Either Party for Material Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in detail; PROVIDED, HOWEVER, that Customer may terminate Maintenance Services only (a) for convenience, as provided in Section 4.1, or (b) if Siebel materially breaches the provisions of EXHIBIT B and fails to cure, or to begin in good faith to cure, the breach within sixty (60) days following written notice from Customer specifying the breach in detail. In the event of termination of Maintenance Services, Customer shall be liable only for payment for Maintenance Services through the termination date and shall receive a pro-rata refund of any unused prepaid fees.
Termination by Either Party for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (or any of its Affiliates or permitted subcontractors or sublicensees) (the “Breaching Party”) has materially breached one or more of its material obligations under this Agreement (a “Material Breach”), then the Non-Breaching Party may deliver notice of a Material Breach to the Breaching Party (a “Default Notice”). If the Breaching Party does not dispute that it has committed a Material Breach, then if the Breaching Party fails to cure such Material Breach, or fails to take steps as would be considered reasonable to effectively cure such Material Breach, within [***] days after receipt of the Default Notice or such other period as mutually agreed by the Parties, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has committed a Material Breach, the dispute shall be resolved in good faith pursuant to Section 15.7.1, or pursuant to Section 15.7.2(g), if necessary. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in Material Breach (an “Adverse Ruling”), then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.
Termination by Either Party for Material Breach. Notwithstanding anything in this Agreement to the contrary, Purchaser may, by written notice to Chemtura, immediately terminate the Chemtura Product License or the Chemtura Supply License if Chemtura is in material breach of this Agreement (it being understood that if such breach is capable of being cured, Chemtura shall have the right to cure such breach within thirty (30) days of receiving written notice thereof). Notwithstanding anything in this Agreement to the contrary, Chemtura may, by written notice to the Purchaser, immediately terminate the Purchaser Product License or the Purchaser Supply License if the Purchaser is in material breach of this Agreement (it being understood that if such breach is capable of being cured, Purchaser shall have the right to cure such breach within thirty (30) days of receiving written notice thereof).
Termination by Either Party for Material Breach. (a) Subject to Section 11.4(b), each Party shall have the right to terminate this Agreement in its entirety upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement, or under the Supply Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within (i) ten (10) days for any failure to make any payment when due under this Agreement or the Supply Agreement; or (ii) with respect to any other alleged breach, sixty (60) days from the date of such notice.
(b) If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 11.4(a), and such alleged breaching Party provides the other Party notice of such dispute within the applicable cure period, then the non-breaching Party shall not have the right to terminate this Agreement under Section 11.4(a) unless and until an arbitrator, in accordance with Article 12, has determined that the alleged breaching Party has materially breached the Agreement and such breaching Party fails to cure such breach within the applicable cure period (measured as commencing after the arbitrator’s 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.
