Termination of Agreement for Breach. In the event either party is in material breach or default of the terms of this Agreement and such breach or default continues for a period of ten (10) days with respect to payment obligations or thirty (30) days with respect to any other obligations after the receipt of written notice from the other party, then the party not in breach or default shall have the right to terminate this Agreement without any charge, obligation or liability except for Products or Licensed Materials already delivered and Services already performed. The party not in breach or default shall provide full cooperation to the other party in every reasonable way to facilitate the remedy of the breach or default hereunder within the applicable cure period. Notwithstanding the foregoing, if the nature of the material breach or default is such that it is not a payment obligation and it is incapable of cure within the foregoing thirty (30) day period, then the thirty (30) day cure period may be extended for a reasonable period of time (in no event to exceed an additional thirty (30) days), provided that the party in breach or default is proceeding diligently and in good faith to effectuate a cure.
Termination of Agreement for Breach. 14 1.23 ARBITRATION:................................................................................ 15 1.24
Termination of Agreement for Breach. (a) Either Party may terminate this Agreement upon at least [**] written notice to the other Party should the other party commit a material breach of its obligations or be in default under any of the provisions of this Agreement if: (i) the breach can reasonably be cured within the [**] notice period and the Party in breach has failed to cure the breach or default within the same [**] notice period; (ii) if such breach or default cannot be cured within the [**] period, the Party in breach has not taken reasonable steps toward curing the breach or default. If the breach or default can not be cured within the [**] period, the Party in breach shall notify the non-breaching Party of the steps taken toward curing such default or breach and the plans to totally cure such default or breach as soon as reasonably possible. If the Party in breach fails to provide such notice, the non-breaching Party shall be free to terminate with immediate effect by notice to the Party in breach.
(b) If Licensee shall at any time default in the payment of any license fee or royalty or in the making of any report hereunder, and shall fail to remedy any such default or breach within [**] days after written notice thereof by Licensor, then Licensor may, at its option, terminate the license and all other rights herein granted, by giving notice to Licensee in writing to such effect.
(c) Notwithstanding a Party’s right to terminate this Agreement as a result of a non-cured material breach by the other Party, the non-breaching Party shall not be prevented from seeking any other remedy which may be available to it in equity, including specific performance on the part of the party in breach.
Termination of Agreement for Breach. Either party may terminate this Agreement (including its Service subscription and Account) prior to the expiration of the Term if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by the non-breaching party; provided that if the breach involves a failure of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. Without limiting the foregoing, in the event of a breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect, as an interim measure, to suspend Subscriber’s access and use of the Service, the API (if applicable) and the Account until the breach is cured. DSI’s exercise of its suspension right shall be without prejudice to DSI’s right to terminate this Agreement upon written notice to Subscriber.
Termination of Agreement for Breach. (a) Either party may terminate this Agreement upon at least sixty (60) days written notice to the other party should the other party commit a material breach of its obligations or be in material default under any of the provisions of this Agreement, provided that the other party has failed to cure the breach or default (or, if such breach or default cannot be cured within the sixty (60) day period, the other party has not taken reasonable steps to cure the breach or default) within the same sixty (60) day notice period.
Termination of Agreement for Breach. Agent acknowledges and agrees that a breach of this Medicare Addendum shall be considered a breach of the Agreement. For purposes of the Medicare Addendum, a determination by CMS or Plan that Agent has not satisfactorily performed its delegated obligations under the Agreement constitutes a breach. 42 C.F.R. §§ 422.504(i)(4)(ii), 423.505(i)(4)(ii).
Termination of Agreement for Breach. Either Party may terminate this Agreement and the License for material breach of a material provision by giving ninety (90) days’ written notice to the breaching Party (specifying in reasonable detail the basis for such termination) and such breaching Party has not cured such breach within such ninety (90)-day period or, if such breach is not capable of being cured within such ninety (90)-day period, the breaching party is using Commercially Reasonable Efforts to cure such breach within such ninety (90)-day period in which case the party in breach will be granted a further one hundred and twenty day period in which to remedy the breach (except in the case of failure to make an undisputed payment hereunder in which case the period of notice and opportunity to cure shall be thirty (30) days).
Termination of Agreement for Breach. Subject to the provisions of Section 3.11 (Points of Contact; Designees), Section 5.4 (Examinations) and Section 18.11 (Dispute Resolution), this Agreement may be terminated by either Party (such Party defined herein for convenience as the “Non-Defaulting Party”) upon a Performance Failure by the other Party (such other Party defined herein for convenience as the “Defaulting Party”) where such Performance Failure has a material adverse effect on the Non-Defaulting Party or its business. The Non-Defaulting Party shall give the Defaulting Party written notice of such Performance Failure, stating the nature thereof and a reasonable period (which shall be not less than thirty (30) days) to cure such Performance Failure. If the Defaulting Party does not cure any such Performance Failure within the specified cure period, the Non-Defaulting Party may terminate this Agreement effective upon thirty (30) days’ prior written notice given on or after the end of the specified cure period; provided, that if, at end of the specified cure period, the Defaulting Party is continuing to use reasonably diligent efforts to cure such Performance Failure in light of the nature of such Performance Failure, then the Non-Defaulting Party may not give written notice of termination of this Agreement until the earlier of (a) an additional thirty (30) days has passed following the end of the original specified cure period, or (b) such time as the Defaulting Party has ceased using reasonably diligent efforts to cure such Performance Failure. For the avoidance of doubt, any termination of this Agreement in respect of a Payment Failure shall be governed by Section 5.2 (Delinquent Payments) or Section 5.4 (Examinations), as applicable.
Termination of Agreement for Breach. Either Party may terminate this Agreement and the License for material breach of this Agreement by the other Party by giving ninety (90) days' written notice to the breaching Party (specifying in reasonable detail the basis for such termination) and such breaching Party has not cured such breach within such ninety (90) day period, except in the case of a payment default as to which the breaching Party shall have only a thirty (30) day notice and cure period. For the avoidance of doubt, and without limitation, any material breach by either Party of its diligence obligations under Section 3.8 to use Commercially Reasonable Efforts, Prometheus' material breach of its payment obligations under Section 4 and Alizyme's material breach of its exclusive license grant under Section 2.1, 2.2, 2.3 shall be deemed a material breach of this Agreement for the purposes of this Section 10.2.
Termination of Agreement for Breach. In the event that a Party shall have breached or defaulted in the performance of any of its material obligations hereunder (other than a breach of an [ * ] for a particular Millennium Target Antigen for which the terms of Section 11.3 of this Agreement shall apply), and such breach or default shall continue for a period of [ * ] days after written notice of such breach and the intent to terminate is provided to the breaching Party by the non-breaching Party, the non-breaching Party shall have the right, but not the obligation, to terminate this Agreement upon a second written notice to the breaching Party. For the avoidance of doubt, the failure to provide prompt notice under either Section 7.4 or 7.5 of this Agreement shall not constitute the breach of a material obligation under this Agreement.
