Common use of Termination on Default Clause in Contracts

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 9 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: (a) the failure by the Purchaser to pay the compensation set forth in section 3 above when due, if the Purchaser has not cured such breach within 10 days after receipt of written notice from the Consultant; (b) the material breach or refusal to perform any term of this Agreement by Consultant, if the Consultant has not cured such breach within twenty (20) days after receipt of written notice from the Purchaser; (c) the failure, on more than one occasion, to perform duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the Consultant’s commission of acts of dishonesty, fraud, or misrepresentation by any of the Consultants members, managers or employees; (e) the failure by the Consultant to conform to all laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that brings the Purchaser into public scandal or which will reflect unfavorably on the reputation of the Purchaser; (g) the failure of Consultant to be reasonably available for consultation by Purchaser, except in the case of death or Disability (hereinafter defined) of Consultant; (h) the cessation of Continuous Service (hereinafter defined) under this Agreement by Consultant, except in the case of death or Disability of Consultant; “Continuous Service” means that the provision of services to the Purchaser under this Agreement is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of a leave of absence of up to one month during any twelve month period unless approved by the Purchaser; and

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement by giving written notification to the breaching partyimmediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 9 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: (a) the failure by the Purchaser Company to pay the compensation set forth in section 3 above when due, if or the Purchaser has not cured such breach within 10 days after receipt of written notice from Company’s default under the ConsultantPromissory Note between the Company, as Maker, and Xxxxxx Xxxxxxxx, as Payee; (b) the either party’s material breach or refusal to perform any term of such party’s material obligations under this Agreement by Consultant, if the Consultant has not cured such breach within twenty (20) days after receipt of written notice from the PurchaserAgreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the Consultant’s commission of acts an act of dishonesty, fraud, fraud or misrepresentation by any of the Consultants members, managers Consultant or employeesXxxxxxxx; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that brings the Purchaser into public scandal or which will reflect unfavorably has a direct material adverse effect on the reputation of the PurchaserCompany; (g) the disassociation, departure, separation or termination of Xxxxxxxx by or from the Company, except due to death or Disability; (h) the repeated failure of Consultant Xxxxxxxx to be reasonably available during normal business hours for consultation as required by Purchaserthis Agreement, except in the case of his death or Disability (hereinafter defined) of Consultant); (hi) the cessation of Continuous Service (hereinafter defined) under this Agreement by ConsultantXxxxxxxx, except in the case of death or Disability of ConsultantDisability; “Continuous Service” means that the provision of services Services to the Purchaser Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated. ; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period period, unless approved by the Purchaser; andCompany;

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement by giving written notification to the breaching partyimmediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 9 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: (a) the failure by the Purchaser Company to pay the compensation set forth in section 3 above when due, if or the Purchaser has not cured such breach within 10 days after receipt of written notice from Company’s default under the ConsultantPromissory Note between the Company, as Maker, and Xxxxxx Xxxxxxxx, as Payee; (b) the either party’s material breach or refusal to perform any term of such party’s material obligations under this Agreement by Consultant, if the Consultant has not cured such breach within twenty (20) days after receipt of written notice from the PurchaserAgreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the Consultant’s commission of acts an act of dishonesty, fraud, fraud or misrepresentation by any of the Consultants members, managers Consultant or employeesXxxxxxxx; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that brings the Purchaser into public scandal or which will reflect unfavorably has a direct material adverse effect on the reputation of the PurchaserCompany; (g) the disassociation, departure, separation or termination of Xxxxxxxx, except due to death or Disability; (h) the repeated failure of Consultant Xxxxxxxx to be reasonably available during normal business hours for consultation as required by Purchaserthis Agreement, except in the case of his death or Disability (hereinafter defined) of Consultant); (hi) the cessation of Continuous Service (hereinafter defined) under this Agreement by ConsultantXxxxxxxx, except in the case of death or Disability of ConsultantDisability; “Continuous Service” means that the provision of services Services to the Purchaser Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated. ; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period period, unless approved by the Purchaser; andCompany;

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement by giving written notification to the breaching partyimmediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 9 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: : 7 (a) the failure by the Purchaser Company to pay the compensation set forth in section 3 above when due, if or the Purchaser has not cured such breach within 10 days after receipt of written notice from Company’s default under the Consultant; Promissory Note between the Company, as Maker, and Xxxxxx Xxxxxxxx, as Payee; (b) the either party’s material breach or refusal to perform any term of such party’s material obligations under this Agreement by Consultant, if the Consultant has not cured such breach within twenty (20) days after receipt of written notice from the Purchaser; Agreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; ; (d) the Consultant’s commission of acts an act of dishonesty, fraud, fraud or misrepresentation by any of the Consultants members, managers Consultant or employees; Xxxxxxxx; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; ; (f) the commission by the Consultant of any act that brings the Purchaser into public scandal or which will reflect unfavorably has a direct material adverse effect on the reputation of the Purchaser; Company; (g) the disassociation, departure, separation or termination of Xxxxxxxx by or from the Company, except due to death or Disability; (h) the repeated failure of Consultant Xxxxxxxx to be reasonably available during normal business hours for consultation as required by Purchaserthis Agreement, except in the case of his death or Disability (hereinafter defined) of Consultant; ); (hi) the cessation of Continuous Service (hereinafter defined) under this Agreement by ConsultantXxxxxxxx, except in the case of death or Disability of ConsultantDisability; “Continuous Service” means that the provision of services Services to the Purchaser Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated. ; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period period, unless approved by the PurchaserCompany; and(j) the breach by Consultant or the Company of any material term of the Transaction Documents to which they are a party; (k) the Company shall (A) apply for or consent to the appointment of a receiver, trustee, liquidator, administrator, manager or custodian of the Company or of all or a substantial part of its property, (B) be unable, or admit in writing its inability to pay its debts as they mature, (C) make a general assignment for the benefit of its creditors, (D) become insolvent (as such term may be defined or interpreted under any applicable statute), (E) commence a voluntary case or other proceeding seeking liquidation, reorganization, administration or other relief with respect to its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of the Company’s property in an involuntary case or other proceeding commenced against the Company, or (F) take any action for the purpose of effectuating any of the forgoing. 8 For purposes of this Agreement, “Disability” means inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement by giving written notification to the breaching partyimmediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 9 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: : (a) the failure by the Purchaser Company to pay the compensation set forth in section 3 above when due, if or the Purchaser has not cured such breach within 10 days after receipt of written notice from Company’s default under the Consultant; Promissory Note between the Company, as Maker, and Xxxxxx Xxxxxxxx, as Payee; (b) the either party’s material breach or refusal to perform any term of such party’s material obligations under this Agreement by Consultant, if the Consultant has not cured such breach within twenty (20) days after receipt of written notice from the Purchaser; Agreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; ; (d) the Consultant’s commission of acts an act of dishonesty, fraud, fraud or misrepresentation by any of the Consultants members, managers Consultant or employees; Xxxxxxxx; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; ; 8 (f) the commission by the Consultant of any act that brings the Purchaser into public scandal or which will reflect unfavorably has a direct material adverse effect on the reputation of the Purchaser; Company; (g) the disassociation, departure, separation or termination of Xxxxxxxx by or from the Company, except due to death or Disability; (h) the repeated failure of Consultant Xxxxxxxx to be reasonably available during normal business hours for consultation as required by Purchaserthis Agreement, except in the case of his death or Disability (hereinafter defined) of Consultant; ); (hi) the cessation of Continuous Service (hereinafter defined) under this Agreement by ConsultantXxxxxxxx, except in the case of death or Disability of ConsultantDisability; “Continuous Service” means that the provision of services Services to the Purchaser Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated. ; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period period, unless approved by the PurchaserCompany; and(j) the breach by Consultant or the Company of any material term of the Transaction Documents to which they are a party; (k) the Company shall (A) apply for or consent to the appointment of a receiver, trustee, liquidator, administrator, manager or custodian of the Company or of all or a substantial part of its property, (B) be unable, or admit in writing its inability to pay its debts as they mature, (C) make a general assignment for the benefit of its creditors, (D) become insolvent (as such term may be defined or interpreted under any applicable statute), (E) commence a voluntary case or other proceeding seeking liquidation, reorganization, administration or other relief with respect to its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of the Company’s property in an involuntary case or other proceeding commenced against the Company, or (F) take any action for the purpose of effectuating any of the forgoing. For purposes of this Agreement, “Disability” means inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.