Counterparty Breach Sample Clauses
Counterparty Breach. Any Person (other than a Loan Party) shall be in breach of, or there shall be a default under (other than by a Loan Party), a Major Project Contract and such breach or default shall continue unremedied beyond any applicable grace or cure period set forth in such Major Project Contract, unless such breach or default would not reasonably be expected to have resulted in a Material Adverse Effect; provided that no Event of Default shall occur as a result of any such breach or default if the applicable Loan Party obtains a Replacement Obligor for such Person within 45 days after such breach or default.
Counterparty Breach. In the event that any counterparty to any of the NTP Supply Agreements either (x) breaches any of its obligations to NTP under that NTP Supply Agreement and/or (y) takes, fails to take, or is unwilling to take, any other actions, the result of which adversely affects (or could adversely affect) NTP’s and/or its Subcontractor’s ability to fully perform their obligations and supply Product to Lantheus in accordance with this Agreement (each such event described in clauses (x) through (y), but subject to the last sentence of this clause (iv) below, a “Counterparty Breach”) (the counterparty associated with a Counterparty Breach, the relevant “Breaching Counterparty”), then:
(A) NTP will notify Lantheus immediately by telephone and follow up in writing promptly with a reasonably detailed explanation of the situation and the Counterparty Breach,
(B) NTP will keep Lantheus fully and promptly apprised of all significant developments in such matters; and
(C) (1) NTP will enforce its rights against that Breaching Counterparty under all NTP Supply Agreement(s) with that Breaching Counterparty to the fullest extent (including, without limitation, by **** and (2) NTP will take all other actions, and use its best efforts to compel that Breaching Counterparty to take all actions, in the case of each of clauses (1) and (2), in an expeditious and diligent manner, to the extent necessary to (I) fully perform (and to ensure NTP and its Subcontractor are performing and remain able and willing to perform) their obligations and supply Product to Lantheus under this Agreement and (II) fully compensate Lantheus for all direct and incidental damages (including reasonable attorneys’ fees) incurred by Lantheus as a result of the Counterparty Breach. Notwithstanding anything to the contrary, a failure to fully perform and supply Product to Lantheus in accordance with this Agreement will not constitute a Counterparty Breach if (i) such failure resulted from a scheduled outage for routine maintenance or an unscheduled outage or failure of production line, and (ii) such failure (and the underlying outage or production line failure) did not arise as a result of NTP’s or the Counterparty’s intentional or negligent act or omission, and (iii) such failure (and the underlying outage or production line failure) was outside the reasonable control of NTP and the Counterparty, and (iv) NTP and its Subcontractor have complied with their obligations under Sections 2.1(d), (e), (f), (h) and (i) an...