Common use of Termination by Xxxxx Clause in Contracts

Termination by Xxxxx. If Xxxxx is not then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than ***. Upon such breach, Xxxxx may terminate this Agreement immediately by giving written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Purchase Requirement, Xxxxx may terminate any Purchase Order upon *** written notice. In the event Supplier has incurred costs in executing the Purchase Order up to termination, Xxxxx shall reimburse Supplier for such documented costs. In the event of Supplier’s failure to perform any of its material obligations under this Agreement (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify the nature of such failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three (3) Supplier Uncured Failures in any twelve (12) month period. Xxxxx’x sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Minimum Supply Product that remains undelivered for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.2, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penalty.

Termination by Xxxxx. If Xxxxx is not then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than *** (***) days. Upon such breach, Xxxxx may terminate this Agreement immediately by giving written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Annual Purchase RequirementRequirement each Contract Year and the Monthly Minimum Supply Requirement each calendar month, Xxxxx may terminate any Purchase Order upon *** (***) Business Days written notice. In the event Supplier has incurred costs in executing the Purchase Order up to termination, Xxxxx shall reimburse Supplier for such documented costs. In the event of Supplier’s failure to perform any of its material obligations under this Agreement (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b2.1(c)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify specifiy the nature of such failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** (***) days after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** (***) day period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three *** (3***) Supplier Uncured Failures in any twelve *** (12***) month period. Xxxxx’x sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Minimum Supply Product that Supplier is obligated to deliver and remains undelivered for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.2, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penalty.

Termination by Xxxxx. (a) In the event of any default by Tectonic in the performance of its material obligations hereunder, Xxxxx shall give Tectonic written notice to cure the default. (b) If said default is the failure to pay Xxxxx any amount due hereunder and if (A) said default is not cured within ten (10) business days of said notice, or (B) Tectonic does not give notice to Xxxxx, within ten (10) business days of Doyon’s notice, that Tectonic disagrees with Xxxxx that there has been a default and also call for arbitration as provided in SECTION 21.3, then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than ***. Upon such breach, Xxxxx may terminate this Agreement immediately Lease by giving delivering a written notice of such termination to Supplier. Subject to fulfilling its obligations to purchase Tectonic, and this Lease will thereafter terminate five (5) business days after such termination notice from Xxxxx if Tectonic has not cured the Minimum Purchase Requirement, Xxxxx may terminate any Purchase Order upon *** written notice. In the event Supplier has incurred costs default or called for arbitration as provided in executing the Purchase Order up to termination, Xxxxx shall reimburse Supplier for such documented costsin Section 21.3. In the event of Supplieran arbitration decision determining that Tectonic has defaulted in its performance of a monetary obligation under this Lease, then Tectonic shall have ten (10) business days from receipt by Tectonic of the arbitration decision to cure the default, failing which Xxxxx may terminate this Lease by delivering a written notice of such termination to Tectonic. (c) In case of any non-monetary default by Tectonic, Tectonic shall notify Xxxxx within thirty (30) days of said notice whether Tectonic will cure said default or whether Tectonic disagrees with Xxxxx that there has been a default, in which event either Xxxxx or Tectonic may thereafter file for arbitration as provided in SECTION 21.3. If Tectonic has indicated within said thirty (30) day period that it will cure the default specified in Doyon’s original notice, then Tectonic shall promptly, and in any event within thirty (30) days, commence said cure and thereafter diligently pursue all steps necessary to cure the default as expeditiously as possible. Either Xxxxx or Tectonic may file for arbitration as provided in Section 21.3 with respect to any dispute regarding such cure. In the event of an arbitration decision determining that Tectonic has defaulted in its performance of any non-monetary obligation under this Lease or regarding any cure of a default, Tectonic shall promptly, and in any event within thirty (30) days of such decision, commence to cure the default and thereafter diligently pursue all steps necessary to cure the default as expeditiously as possible, failing which Xxxxx may terminate this Lease by delivering a written notice of such termination to Tectonic. (d) For purposes of this SECTION, a “non-monetary default” shall include all defaults other than failure to perform make any of its material obligations under this Agreement (including payment described in SECTION 2.1, any failure to deliver agreed upon amounts satisfy any established shortfall in Expenditures by payment to Xxxxx under SECTION 4.1(a) (following any determination under SECTION 21.3 of Product this Lease of the amount of the shortfall and not making up thus the Supply Shortfall as contemplated by Section 2.1(bamount owing under said SECTION 4.1(a)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify failure to adequately fund the nature of such reclamation fund as required under SECTIONS 6.5 and 8.4, and any other failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** period shall be deemed make a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three (3) Supplier Uncured Failures in any twelve (12) month period. Xxxxx’x sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Minimum Supply Product that remains undelivered for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach payment required under this Section 8.2, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penaltyLease.

Termination by Xxxxx. If Xxxxx is not then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than ***. Upon such breach, Xxxxx (a) Sutro may terminate this Agreement immediately by giving after the Effective Date upon [***] written notice to Vaxcyte in the event that (A) Vaxcyte materially breaches Section 3.3 or Article VI in respect of confidentiality of Sutro Know-How or Sutro Core Know-How (except as otherwise permitted in a subsequent written agreement between the Parties or their respective Affiliates), in a manner that causes actual, material harm to Sutro’s business, (B) such breach was intentional, and (C) Vaxcyte does not cure such breach within such [***]; provided, that such [***] shall be extended for up to [***] if Vaxcyte is using diligent efforts in good faith to cure such breach. (b) Sutro may terminate this Agreement after the Effective Date upon [***] written notice to Vaxcyte in the event that (A) Vaxcyte materially breaches Section 2.2 in respect of use of the Sutro Core Know-How (including any Extract and [***]) outside of the Vaccine Field [***], except as otherwise permitted in a subsequent written agreement between the Parties or their respective Affiliates, (B) such breach was intentional, and (C) Vaxcyte does not cure such breach within such [***]; provided, that such [***] shall be extended for up to [***] if Vaxcyte is using 24 diligent efforts in good faith to cure such breach. (c) Sutro may terminate this Agreement after the Effective Date upon [***] written notice to Vaxcyte in the event that (A) Vaxcyte materially breaches Section 2.2 in respect of use of the Sutro Core Know-How (including any Extract and [***]) outside of the Vaccine Field (except as otherwise permitted in a subsequent written agreement between the Parties or their respective Affiliates), (B) such breach was unintentional, and (C) Vaxcyte fails to use reasonable best efforts to cease and (to the extent reasonably curable) cure such breach in a timely fashion after written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Purchase Requirement, Xxxxx such breach. (d) Sutro may terminate any Purchase Order this Agreement after the Effective Date upon [*** *] prior written notice. In notice to Vaxcyte in the event Supplier has incurred costs that (A) Vaxcyte fails to pay the Exercise Price (as defined and set forth in executing Section 4 of the Purchase Order up to terminationOption Agreement) or any undisputed Milestone Payment (as defined and set forth in Section 5 of the Option Agreement) when due, Xxxxx shall reimburse Supplier for such documented costs. In the event of Supplier’s failure to perform any of its material obligations under this Agreement and (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify the nature of such failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** after its receipt of such notice. A failure specified in such notice that Supplier B) does not cure or otherwise remedy in such nonpayment within such [*** period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three (3) Supplier Uncured Failures in any twelve (12) month period. Xxxxx’x sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Minimum Supply Product that remains undelivered for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.2, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penalty].