Common use of Termination for Default by Either Party Clause in Contracts

Termination for Default by Either Party. Either Party may terminate this Agreement (i) upon the occurrence of a breach of a material term of this Agreement (other than a material breach described in clause (ii) below or in Section 11.5) if the breaching Party fails to remedy such breach within thirty (30) days after notice thereof by the non-breaching Party or, with respect to a breach (other than a failure to make a payment) that cannot be cured within such period, then such longer period (up to 90 days) as may be reasonably necessary, using Commercially Reasonable Efforts, to cure the breach, or (ii) if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it and such proceeding remains undismissed * Certain information has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED or unstayed for a period of more than sixty (60) days. Upon termination, the non-breaching Party shall, subject to the dispute resolution procedures set forth in Section 12.7, have the right, in its sole discretion, to seek any other rights or remedies available to it at law or in equity. Any Event of Default pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. A Liquidity Event Failure pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. The third occurrence of an Interest Payment Default (as defined in the Alimera Note), Scheduled Payment Default (as defined in the Alimera Note), or any combination thereof, on different days and not simultaneously, (notwithstanding any intervening cure or waiver, other than a waiver in writing relating specifically to this sentence of this Section 11.2, and notwithstanding the termination of the Alimera Note) shall constitute a breach of a material term of this Agreement by Alimera. For the sake of clarity, as provided in the Alimera Note, in the event of a Liquidity Event Failure or if this Agreement shall have been terminated because there shall have occurred three Interest Payment Defaults, Scheduled Payment Defaults, or any combination thereof, on different days and not simultaneously (the simultaneous occurrence of an Interest Payment Default and a Scheduled Payment Default on the same day constituting one such occurrence), the Alimera Note shall immediately and without further action be cancelled, and Alimera shall have no obligation to pay any principal amount of such Alimera Note then outstanding or any accrued and unpaid interest thereon.

Termination for Default by Either Party. Either Party may terminate this Agreement (i) upon the occurrence of a breach of a material term of this Agreement (other than a material breach described in clause (ii) below or in Section 11.5) if the breaching Party fails to remedy such breach within thirty (30) days after notice thereof by the non-breaching Party or, with respect to a breach (other than a failure to make a payment) that cannot be cured within such period, then such longer period (up to 90 days) as may be reasonably necessary, using Commercially Reasonable Efforts, to cure the breach, or (ii) if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it and such proceeding remains undismissed * Certain information has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED or unstayed for a period of more than sixty (60) days. Upon termination, the non-breaching Party shall, subject to the dispute resolution procedures set forth in Section 12.7, have the right, in its sole discretion, to seek any other rights or remedies available to it at law or in equity. Any Event of Default pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. A Liquidity Event Failure pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. The third occurrence of an Interest Payment Default (as defined in the Alimera Note), Scheduled Payment Default (as defined in the Alimera Note), or any combination thereof, on different days and not simultaneously, (notwithstanding any intervening cure or waiver, other than a waiver in writing relating specifically to this sentence of this Section 11.2, and notwithstanding the termination of the Alimera Note) shall constitute a breach of a material term of this Agreement by Alimera. For the sake of clarity, as provided in the Alimera Note, in the event of a Liquidity Event Failure or if this Agreement shall have been terminated because there shall have occurred three Interest Payment Defaults, Scheduled Payment Defaults, or any combination thereof, on different days and not simultaneously (the simultaneous occurrence of an Interest Payment Default and a Scheduled Payment Default on the same day constituting one such occurrence), the Alimera Note shall immediately and without further action be cancelled, and Alimera shall have no obligation to pay any principal amount of such Alimera Note then outstanding or any accrued and unpaid interest thereon. [*]-INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

Termination for Default by Either Party. Either Party may terminate this Agreement (i) upon the occurrence of a breach of a material term of this Agreement (other than a material breach described in clause (ii) below or in Section 11.5) if the breaching Party fails to remedy such breach within thirty (30) days after notice thereof by the non-breaching Party or, with respect to a breach (other than a failure to make a payment) that cannot be cured within * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED 11.3 such period, then such longer period (up to 90 days) as may be reasonably necessary, using Commercially Reasonable Efforts, to cure the breach, or (ii) if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it and such proceeding remains undismissed * Certain information has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED or unstayed for a period of more than sixty (60) days. Upon termination, the non-breaching Party shall, subject to the dispute resolution procedures set forth in Section 12.7, have the right, in its sole discretion, to seek any other rights or remedies available to it at law or in equity. Any Event of Default pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. A Liquidity Event Failure pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. The third occurrence of an Interest Payment Default (as defined in the Alimera Note), Scheduled Payment Default (as defined in the Alimera Note), or any combination thereof, on different days and not simultaneously, (notwithstanding any intervening cure or waiver, other than a waiver in writing relating specifically to this sentence of this Section 11.2, and notwithstanding the termination of the Alimera Note) shall constitute a breach of a material term of this Agreement by Alimera. For the sake of clarity, as provided in the Alimera Note, in the event of a Liquidity Event Failure or if this Agreement shall have been terminated because there shall have occurred three Interest Payment Defaults, Scheduled Payment Defaults, or any combination thereof, on different days and not simultaneously (the simultaneous occurrence of an Interest Payment Default and a Scheduled Payment Default on the same day constituting one such occurrence), the Alimera Note shall immediately and without further action be cancelled, and Alimera shall have no obligation to pay any principal amount of such Alimera Note then outstanding or any accrued and unpaid interest thereon.

Termination for Default by Either Party. Either Party may terminate this Agreement (i) upon the occurrence of a breach of a material term of this Agreement (other than a material breach described in clause (ii) below or in Section 11.5) if the breaching Party fails to remedy such breach within thirty (30) days after notice thereof by the non-breaching Party or, with respect to a breach (other than a failure to make a payment) that cannot be cured within such period, then such longer period (up to 90 days) as may be reasonably necessary, using Commercially Reasonable Efforts, to cure the breach, or (ii) if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it and such proceeding remains undismissed * Certain information has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED or unstayed for a period of more than sixty (60) days. Upon termination, the non-breaching Party shall, subject to the dispute resolution procedures set forth in Section 12.7, have the right, in its sole discretion, to seek any other rights or remedies available to it at law or in equity. Any Event of Default pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. A Liquidity Event Failure pursuant to and as defined in the Alimera Note shall constitute a breach of a material term of this Agreement by Alimera. The third occurrence of an Interest Payment Default (as defined in the Alimera Note), Scheduled Payment Default (as defined in the Alimera Note), or any combination thereof, on different days and not simultaneously, (notwithstanding any intervening cure or waiver, other than a waiver in writing relating specifically to this sentence of this Section 11.2, and notwithstanding the termination of the Alimera Note) shall constitute a breach of a material term of this Agreement by Alimera. For the sake of clarity, as provided in the Alimera Note, in the event of a Liquidity Event Failure or if this Agreement shall have been terminated because there shall have occurred three Interest Payment Defaults, Scheduled Payment Defaults, or any combination thereof, on different days and not simultaneously (the simultaneous occurrence of an Interest Payment Default and a Scheduled Payment Default on the same day constituting one such occurrence), the Alimera Note shall immediately and without further action be cancelled, and Alimera shall have no obligation to pay any principal amount of such Alimera Note then outstanding or any accrued and unpaid interest thereon.