Common use of Termination for Non-Compliance Clause in Contracts

Termination for Non-Compliance. Each Party understands and acknowledges that, notwithstanding any provision contained herein, (i) a knowing intentional violation of this Section 2.7 by any either Party shall be deemed a material breach of this Agreement and will entitle the other Party to (i) terminate this Agreement immediately for cause, and (ii) be indemnified for and held harmless against any and all damages, fines, penalties, disgorgements, settlements, determinations, or claims faced by or imposed on the non-breaching Party or any of its representatives to the extent attributable to the material breach of this Section by the breaching Party or any of its respective directors, officers, employees, consultants, agents, Sublicensees, subcontractors, distributors, Subdistributors or other representatives’ and (ii) a non-intentional violation of this Section 2.7 by either Party shall be deemed a non-material breach of this Agreement. Such a breach may be cured by reporting as soon as practicable the basis of the breach to the regulatory agency responsible for the applicable export control laws. In addition each Party must thereafter cooperate with said agency during any investigation and with any subsequent fines or remediation imposed by said agency.

Termination for Non-Compliance. Each Party understands and acknowledges that, notwithstanding any provision contained herein, (i) a knowing an intentional violation of this Section 2.7 2.6 by any either Party shall be deemed a material breach of this Agreement and will entitle the other Party to (i) terminate this Agreement immediately upon notice for cause, and (ii) be indemnified for and held harmless against any and all damages, fines, penalties, disgorgements, settlements, determinations, or claims faced by or imposed on the non-breaching Party or any of its representatives to the extent attributable to the material breach of this Section by the breaching Party or any of its respective directors, officers, employees, consultants, agents, Sublicenseessublicensees, subcontractors, distributors, Subdistributors subdistributors or other representatives’ and (ii) a non-intentional violation of this Section 2.7 2.6 by either Party shall be deemed a non-material breach of this Agreement. Such a breach may be cured by reporting as soon as practicable the basis of the breach to the regulatory agency responsible for the applicable export control laws. In addition each Party must thereafter cooperate with said agency during any investigation and with any subsequent fines or remediation imposed by said agency.to