Termination by HealtheTech Clause Samples

Termination by HealtheTech. Upon the occurrence of any of the following, HealtheTech may terminate the Term by giving Distributor written notice of such termination: (a) any failure of the Distributor to meet or exceed the most recent annual applicable Sales Targets, including, but not limited to, Distributor's failure at any time during the Term to have purchased in the applicable calendar year Products at a rate which would meet or exceed the applicable annual Sales Targets (as defined in Exhibit B) then in effect, or Distributor's failure to meet or exceed the Q1 2002 Sales Targets set forth; (b) any material change in the general management, ownership or control of Distributor, including without limitation the sale, transfer or relinquishment by Distributor of any substantial interest in the ownership of the business to be carried on by Distributor under this Agreement, unless such change is approved in advance and in writing by an officer of HealtheTech; (c) any assignment or attempted assignment of this Agreement by Distributor without the prior written consent of HealtheTech; (d) the failure of Distributor to make any payment when due; (e) Distributor directly or indirectly markets, sells or promotes any product in the Territories that competes with any HealtheTech Product or has a significant financial interest in any company or individual that is manufacturing, assembling, producing, marketing, selling or distributing any product that competes with any HealtheTech Product; (f) Distributor promotes or solicits the sale of Products directly or indirectly to customers located outside the Territories; (g) the insolvency of Distributor, the filing of a petition in bankruptcy by or against Distributor, the appointment of a receiver for Distributor or Distributor's property, the execution of an assignment by Distributor of all or substantially all of its assets for the benefit of its creditors, or the conviction of Distributor or any principal or manager of the Distributor for any crime tending to adversely affect the ownership or operation of business; or (h) any conduct by the Distributor, its agents, employees or other representatives which is unlawful unprofessional or otherwise detrimental to the business reputation of HealtheTech; (i) any failure by Distributor to perform any of its obligations under this Agreement where such failure continues for thirty (30) days after written notice thereof by HealtheTech to Distributor.