Termination for Cause by Either Party. 18.3.1. Termination of this Agreement by a Party by reason of a Default by the other Party shall be effected in accordance with section 19.
Termination for Cause by Either Party. This Agreement may be ------------------------------------- terminated by either party in the event of any material breach of any of the terms and conditions of this Agreement by the other party which breach continues in effect after the breaching party has been provided with written notice of breach and ninety (90) days to cure such breach and fails to cure such breach. As used herein, "material breach" shall mean a failure by a party to this Agreement to perform any of its obligations the effect of which would substantially impair the value of this Agreement to the other party. By way of example only and not by way of limitation, GSI's failure to operate the Retailer's Web Site according to commercially reasonable standards as they may develop during the Term of this Agreement or failure to pay the Retailer its Revenue Share (or any other amount due to Retailer hereunder), would be a material breach of this Agreement by GSI. Retailer's failure to comply with its obligations pursuant to Section 5 above, or failure to provide GSI with the Retailer Content necessary to construct and/or maintain the Retailer's Web Site, would be a material breach of the Retailer's obligations under this Agreement.
Termination for Cause by Either Party. Either party may terminate DISTRIBUTOR's appointment upon a material default that has not been cured within thirty (30) days after delivery of written notice describing the facts constituting the default. In addition, any party may terminate DISTRIBUTOR's appointment by giving written notice to the other if (a) the other party files a voluntary petition commencing bankruptcy or other proceedings for the general settlement of its debts which is not dismissed within sixty (60) days; (b) an involuntary bankruptcy proceeding is commenced against the other party and is not dismissed within sixty (60) days; (c) a receiver has been appointed over the whole or any substantial part of the assets of the other party; (d) the other party makes a general assignment for the benefit of creditors; or (e) the other party voluntarily or involuntarily takes any action to dissolve, liquidate, or cease to conduct business in the normal course.
Termination for Cause by Either Party. 10.1. If one party should materially breach or materially fail to perform any provision of this Agreement, then the other party may give written notice of such default (Notice of Default) to the breaching party. The parties agree that failure to make any payment when due under the terms of this Agreement or breach of any of the required obligations in Sections 6.1 through 6.3 of the Agreement shall be deemed, without limitation, a material breach or a material failure under this Section. If the breaching party should fail to cure such default within sixty (60) days of notice thereof, the non-breaching party shall have the right to terminate this Agreement and the licenses herein by a second written notice (Notice of Termination) to the breaching party. If a Notice of Termination is sent to the breaching party, this Agreement shall automatically terminate on the effective date of such notice. Termination shall not relieve the breaching party of its obligation to pay all amounts due to the non-breaching party as of the effective date of termination and shall not impair any accrued rights of the non-breaching party.
Termination for Cause by Either Party. Either party may terminate this Agreement for cause upon 30 days prior written notice to the other party in accordance with Section 16 if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period. If you terminate the Agreement or a Service pursuant to this Section 7.2, any recurring monthly base fees or term commitment base fees that you have paid in advance will be refunded to you.
Termination for Cause by Either Party. In the event that either party shall materially breach its obligations under this Agreement (other than a breach subject to Section 10.02(b) hereof) and shall fail to cure such breach within thirty (30) days after written notice and demand for such cure, or in the event that any representation or warranty of such party contained herein was materially incorrect when given, then the other party may, upon thirty (30) days' written notice, terminate this Agreement.
Termination for Cause by Either Party. Except as provided in Sections (b) and (c) below, either party may terminate this Agreement for cause upon written notice to the other party specifying the nature of the alleged breach of this Agreement. For purposes of this Agreement, “cause” shall be construed to mean a material breach of an obligation to be performed hereunder, that is not cured within thirty (30) days or for which reasonable steps to cure are not undertaken and diligently and continuously pursued if such cure cannot reasonably be achieved during such thirty (30) day period.
Termination for Cause by Either Party. This Agreement may be terminated by either Party immediately upon notice to the other party in the event of any of the following:
a. the other party makes a general assignment for the benefit of its creditors, or a receiver or similar officer is appointed to take charge of any of the other party’s assets;
b. the other party ceases to carry on its business or operations; or
c. a bankruptcy or similar petition is filed by or against the other party, and in the case of an involuntary petition, the proceeding is not dismissed within sixty (60) days.
Termination for Cause by Either Party. Subject to Section 16.2, either party may, by written notice to the other party, terminate this Agreement upon the occurrence of any one or more of the following events:
(a) Upon the failure of the other party to pay any monies when payable hereunder, if such default continues for five (5) business days or more after written notice to the other party;
(b) Upon material failure of the other party to observe, keep or perform any of the covenants, terms or conditions herein (other than as provided in (a) above), if such default continues for thirty (30) days after written notice by the other party; or
(c) If the other party ceases to function as a going concern or to conduct its operations in the normal course of business.
Termination for Cause by Either Party. In the event that either Party (“Breaching Party”) commits a material breach or default of any of its obligations hereunder of a general nature under this Agreement or in relation to any specific Program (“Program Breach”) the other Party hereto (“Non-Breaching Party”) may give the Breaching Party written notice of such material breach or default, and shall request that such material breach or default be cured as soon as reasonably practicable. In the event that the Breaching Party fails to cure such breach or default within [*****] after the date of the Non-Breaching Party’s written notice thereof (in the event of default of payment within [*****] after the date of the Non- Breaching Party’s notice), the Non-Breaching Party may (i) terminate this Agreement in the event of a material breach of general nature; or (ii) terminate the Program in the case of a Program Breach, by giving written notice of termination to the Breaching Party. In the event the Breaching Party indicates in writing that it will be unable or is unwilling to cure the breach, this Agreement or the Program, as applicable, may be terminated by the Non-Breaching Party with immediate effect. If following the Commercialization of a Product the breach relates to one country only or a group of countries of the Territory the Non-Breaching Party shall only have the right to terminate this Agreement in relation to such country or countries. If the Breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the Non-Breaching Party within the [*****] period, then the matter will be addressed under the dispute resolution provisions in Section 17.5, and the Non-Breaching Party may not terminate this Agreement, or the Program as applicable, until it has been determined under such dispute resolution procedure that the Non-Breaching Party is in material breach of this Agreement or has committed a Program Breach, as the case may be. Termination of this Agreement in accordance with this Section 15.4 shall not affect or impair the Non-Breaching Party’s right to pursue any legal remedy, including the right to recover damages, for any harm suffered or incurred by the Non-Breaching Party as a result of such breach or default.
