Common use of Termination Upon Written Notice Clause in Contracts

Termination Upon Written Notice. Each Party (the “Non-Breaching Party”) may terminate this Agreement on a country-by-country basis, or in its entirety, immediately upon written notice to the other Party (the “Breaching Party”) if the Breaching Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail (a “Default Notice”), fails to cure such material breach within ninety (90) days after delivery of the Default Notice (or within thirty (30) days after delivery of the Default Notice if such material breach is solely based on the Breaching Party’s failure to pay any amounts due hereunder). If a Party gives notice to the Breaching Party pursuant this Section 13.3(a) as a result of a material breach (or alleged material breach) by the Breaching Party and, on or before the end of the cure period therefor, either Party has referred the matter to arbitration pursuant to Section 14.1, in either case where the Breaching Party is in good faith disputing such basis for termination pursuant to this Section 13.3(a), then (i) such cure period will be suspended and (ii) this Agreement will not terminate, unless and until the chief executive officer of Licensor and the chief executive officer of Licensee resolve the dispute or the arbitrators issue a final ruling or award upholding such basis for termination (or unless and until the Breaching Party is no longer disputing such basis in good faith, if earlier). If the arbitrators issue a final ruling or award upholding such basis for termination, then the cure period will resume, and the Breaching Party will have the remainder of the cure period to cure the material breach. If the material breach is so cured within the remainder of the cure period, then this Agreement will remain in full force and effect, otherwise this Agreement will terminate. If the arbitrators issue a final ruling rejecting such basis for termination, then this Agreement will remain in full force and effect.

Termination Upon Written Notice. Each Party (the “Non-Breaching Party”) may terminate this Agreement in its entirety or on a country-by-country basis, or in its entirety, basis immediately upon written notice to the other Party (the “Breaching Party”) if the Breaching Party materially breaches its obligations under this Agreement commits a Fundamental Breach and, after receiving written notice identifying such material breach Fundamental Breach in reasonable detail (a “Fundamental Default Notice”), fails to cure such material breach Fundamental Breach within ninety (90) days ***** after delivery of the Fundamental Default Notice (or within thirty (30) days ***** after delivery of the Fundamental Default Notice if such material breach Fundamental Breach is solely based on the Breaching Party’s failure to pay any amounts due hereunderas it relates to such Fundamental Breach). If a Party gives notice to the Breaching Party pursuant this Section 13.3(a13.6(a) as a result of a material breach Fundamental Breach (or alleged material breachFundamental Breach) by the Breaching Party and, on or before the end of the cure period therefor, either Party has referred the matter to arbitration pursuant to Section 14.1, in either case where the Breaching Party is in good faith disputing such basis for termination pursuant to this Section 13.3(a13.6(a), then (i) such cure period will be suspended and (ii) this Agreement will not terminate, unless and until the chief executive officer of Licensor and the chief executive officer of Licensee such senior executives resolve the dispute or the arbitrators issue such court issues a final ruling or award upholding such basis for termination (or unless and until the Breaching Party is no longer disputing such basis in good faith, if earlier). If the arbitrators issue such court issues a final ruling or award upholding such basis for termination, then the cure period will resume, and the Breaching Party will have the remainder of the cure period to cure the material breachFundamental Breach. If the material breach Fundamental Breach is so cured within the remainder of the cure THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. period, then this Agreement will remain in full force and effect, otherwise this Agreement will terminate. If the arbitrators issue such court issues a final ruling rejecting such basis for termination, then this Agreement will remain in full force and effect.

Termination Upon Written Notice. Each Party (the “Non-Breaching Party”) may terminate this Agreement in its entirety or on a country-by-country basis, or in its entirety, basis immediately upon written notice to the other Party (the “Breaching Party”) if the Breaching Party materially breaches its obligations under this Agreement commits a Fundamental Breach and, after receiving written notice identifying such material breach Fundamental Breach in reasonable detail (a “Fundamental Default Notice”), fails to cure such material breach Fundamental Breach within ninety (90) days ***** after delivery of the Fundamental Default Notice (or within thirty (30) days ***** after delivery of the Fundamental Default Notice if such material breach Fundamental Breach is solely based on the Breaching Party’s failure to pay any amounts due hereunderas it relates to such Fundamental Breach). If a Party gives notice to the Breaching Party pursuant this Section 13.3(a13.6(a) as a result of a material breach Fundamental Breach (or alleged material breachFundamental Breach) by the Breaching Party and, on or before the end of the cure period therefor, either Party has referred the matter to arbitration pursuant to Section 14.1, in either case where the Breaching Party is in good faith disputing such basis for termination pursuant to this Section 13.3(a13.6(a), then (i) such cure period will be suspended and (ii) this Agreement will not terminate, unless and until the chief executive officer of Licensor and the chief executive officer of Licensee such senior executives resolve the dispute or the arbitrators issue such court issues a final ruling or award upholding such basis for termination (or unless and until the Breaching Party is no longer disputing such basis in good faith, if earlier). If the arbitrators issue such court issues a final ruling or award upholding such basis for termination, then the cure period will resume, and the Breaching Party will have the remainder of the cure period to cure the material breachFundamental Breach. If the material breach Fundamental Breach is so cured within the remainder of the cure 62 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. period, then this Agreement will remain in full force and effect, otherwise this Agreement will terminate. If the arbitrators issue such court issues a final ruling rejecting such basis for termination, then this Agreement will remain in full force and effect.. (b)

Termination Upon Written Notice. Each Party (the “Non-Breaching Party”) Party may terminate this Agreement in its entirety or on a country-by-country basis, or in its entirety, basis immediately upon written notice to the other Breaching Party (the “Breaching Party”) if the Breaching Party materially breaches its obligations under this Agreement commits a Non-Fundamental Breach and, after receiving written notice identifying such material breach Non-Fundamental Breach in reasonable detail (a “Non-Fundamental Default Notice”), fails to cure such material breach Non-Fundamental Breach within ninety (90) days ***** after delivery of the Non-Fundamental Default Notice (or within thirty (30) days ***** after delivery of the Non-Fundamental Default Notice if such material breach Non-Fundamental Breach is solely based on the Breaching Party’s failure to pay any amounts due hereunderas it relates to such Non-Fundamental Breach). If a Party gives notice to the Breaching Party pursuant this Section 13.3(a13.7(a) as a result of a material breach Non-Fundamental Breach (or alleged material breachNon-Fundamental Breach) by the Breaching Party and, on or before the end of the cure period therefor, either Party has referred the matter to arbitration pursuant to Section 14.1, in either case where the Breaching Party is in good faith disputing such basis for termination pursuant to this Section 13.3(a13.7(a), then (i) such cure period will be suspended and (ii) this Agreement will not terminate, unless and until the chief executive officer of Licensor and the chief executive officer of Licensee such senior executives resolve the dispute or the arbitrators issue such court issues a final ruling or award upholding such basis for termination (or unless and until the Breaching Party is no longer disputing such basis in good faith, if earlier). If the arbitrators issue such court issues a final ruling or award upholding such basis for termination, then the cure period will resume, and the Breaching Party will have the remainder of the cure period to cure the material breachNon-Fundamental Breach. If the material breach Non-Fundamental Breach is so cured within the remainder of the cure period, then this Agreement will remain in full force and effect, otherwise this Agreement will terminate. If the arbitrators issue such court issues a final ruling rejecting such basis for termination, then this Agreement will remain in full force and effect.

Termination Upon Written Notice. Each Party (the “Non-Breaching Party”) Party may terminate this Agreement in its entirety or on a country-by-country basis, or in its entirety, basis immediately upon written notice to the other Breaching Party (the “Breaching Party”) if the Breaching Party materially breaches its obligations under this Agreement commits a Non-Fundamental Breach and, after receiving written notice identifying such material breach Non-Fundamental Breach in reasonable detail (a “Non-Fundamental Default Notice”), fails to cure such material breach Non-Fundamental Breach within ninety (90) days ***** after delivery of the Non-Fundamental Default Notice (or within thirty (30) days ***** after delivery of the Non-Fundamental Default Notice if such material breach Non-Fundamental Breach is solely based on the Breaching Party’s failure to pay any amounts due hereunderas it relates to such Non-Fundamental Breach). If a Party gives notice to the Breaching Party pursuant this Section 13.3(a13.7(a) as a result of a material breach Non-Fundamental Breach (or alleged material breachNon-Fundamental Breach) by the Breaching Party and, on or before the end of the cure period therefor, either Party has referred the matter to arbitration pursuant to Section 14.1, in either case where the Breaching Party is in good faith disputing such basis for termination pursuant to this Section 13.3(a13.7(a), then (i) such cure period will be suspended and (ii) this Agreement will not terminate, unless and until the chief executive officer of Licensor and the chief executive officer of Licensee such senior executives resolve the dispute or the arbitrators issue such court issues a final ruling or award upholding such basis for termination (or unless and until the Breaching Party is no longer disputing such basis in good faith, if earlier). If the arbitrators issue such court issues a final ruling or award upholding such basis for termination, then the cure period will resume, and the Breaching Party will have the remainder of the cure period to cure the material breachNon-Fundamental Breach. If the material breach Non-Fundamental Breach is so cured within the remainder of the cure period, then this Agreement will remain in full force and effect, otherwise this Agreement will terminate. If the arbitrators issue such court issues a final ruling rejecting such basis for termination, then this Agreement will remain in full force and effect.. (b)