Common use of Termination By GP Clause in Contracts

Termination By GP. i. GP may terminate this Agreement without cause by providing Company with one hundred twenty (120) days prior written notice of its intent to terminate, such termination to be effective at the end of such one hundred twenty (120) day period. ii. GP may terminate this Agreement immediately upon notice if it is discontinuing all Qualification programs for which Company then has a valid Qualification. iii. GP may terminate this Agreement immediately upon notice to Company in the event that GP suspects, determines or receives notice that any product or service of Company or Company’s use of any GP Materials (A) gives rise to a claim against a GP Party (as defined in Section 6(b) above) that contains at least one claim predicated upon the manufacture, use, importation, provision, offer for sale, sale or licensing of any product or service of Company (1) for which the indemnification of GP Parties in Section 6 does not apply or (2) for which Company asserts that such indemnification does not apply or (B) infringes any third-party Intellectual Property. iv. GP may terminate this Agreement for cause in accordance with Section 8(c) below if: A. Company violates or does not comply or cooperate fully with any material terms of this Agreement or any of the Required Agreements. B. Company fails to maintain compliance with the relevant standards on which all of its Qualifications are based or any of the requirements for such Qualifications. C. Any of the Required Agreements terminates, expires, was not fully or properly executed or otherwise ceases to be in full force and effect, in whole or in part. D. Company makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to conduct the business or affairs of Company, or if Company is adjudged in any legal proceeding to be in either a voluntary or involuntary bankruptcy.

Termination By GP. i. GP may terminate this Agreement without cause by providing Company Vendor with one hundred twenty (120) days prior written notice of its intent to terminate, such termination to be effective at the end of such one hundred twenty (120) day period. ii. GP may terminate this Agreement immediately upon notice if it is discontinuing all Qualification programs for which Company Vendor then has a valid Qualification. iii. GP may terminate this Agreement immediately upon notice to Company Vendor in the event that GP suspects, determines or receives notice that any product or service of Company Vendor or CompanyVendor’s use of any GP Materials (A) gives rise to a claim against a GP Party (as defined in Section 6(b) above) that contains at least one claim predicated upon the manufacture, use, importation, provision, offer for sale, sale or licensing of any product or service of Company Vendor (1) for which the indemnification of GP Parties in Section 6 does not apply or (2) for which Company Vendor asserts that such indemnification does not apply or (B) infringes any third-party Intellectual Property. iv. GP may terminate this Agreement for cause in accordance with Section 8(c) below if: A. Company Vendor violates or does not comply or cooperate fully with any material terms of this Agreement or any of the Required AgreementsAgreement. B. Company Vendor fails to maintain compliance with the relevant standards on which all of its Qualifications are based or any of the requirements for such Qualifications. C. Any of the Required Agreements terminates, expires, was not fully or properly executed or otherwise ceases to be in full force and effect, in whole or in part. D. Company Vendor makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to conduct the business or affairs of CompanyVendor, or if Company Vendor is adjudged in any legal proceeding to be in either a voluntary or involuntary bankruptcy.