Default by Either Party. An Event of Default shall have occurred upon (i) the occurrence of a material breach (other than a material breach described in clause (ii) hereof or in Section 11.2.2 below) if breaching party fails to remedy such breach within ninety (90) days after written notice thereof by the non-breaching party, or (ii) the bankruptcy, insolvency, dissolution or winding up of a party.
Default by Either Party. In the event of default by any party for nonpayment of sums due under this Agreement, the other party shall have the right to commence legal action to recover all sums due hereunder, including late fees under Section 2.3, the later of forty-five (45) days after such sums become due under this Agreement, or 30 days after the expiration of any cure period allowed for under this Agreement. Notwithstanding any provision to the contrary herein, no party shall have any right to set off any sums due or otherwise alleged to be due hereunder from moneys due the other party.
Default by Either Party. Either Party may terminate this Agreement by notification, in writing, ninety (90) days prior to termination (i) upon the occurrence of a breach of a material term of this Agreement, including the failure of such Party to meet any milestones or other requirements of the Development Plan as set forth therein, if the breaching Party fails to demonstrate its ability to remedy such breach within thirty (30) days after notice thereof by the non-breaching Party or, with respect to a breach (other than a failure to make a payment) that cannot be cured within such period, then such longer period (up to 90 days) as may be reasonably necessary, using commercially reasonable efforts, to cure the breach, or (ii) if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it and such proceeding remains undismissed or unstayed for a period of more than thirty days.
Default by Either Party. Should either party default at any time in the faithful performance and observance of the terms or conditions of this Agreement and should any such default continue for thirty (30) or more days after written notice thereof to the defaulting party, then the non-defaulting party shall have the right to cancel and terminate this Agreement and to recover damages or seek any other relief which it may be entitled at law or in equity. Should either party be adjudicated bankrupt or insolvent in an involuntary proceeding, or if such party shall have filed a petition for an arrangement of creditors under the bankruptcy laws or insolvency laws of any jurisdiction, or if a bankruptcy or insolvency proceeding is instituted against such party which is not set aside within thirty (30) days thereafter, then, in that event, such party shall be deemed to be in default of this Agreement, thereby entitling the other party hereto to treat this Agreement, in accordance with the foregoing, as being in default.
Default by Either Party. A party shall be in default under this Agreement (the “Breaching Party”) and the other party (the “Nondefaulting Party”) shall have the remedies therefor set forth in Section 15.2 below, if: the Breaching Party materially defaults or materially breaches any of its promises, covenants, or agreements contained in this Agreement, and such breach has not been (i) waived in writing by the Nondefaulting Party or (ii) cured by the Breaching Party to the reasonable satisfaction of the Nondefaulting Party within thirty (30) business days after service by the Nondefaulting Party upon the Breaching Party of a written notice which describes the nature of such breach.
Default by Either Party. Either Party may terminate this Agreement and/or any open Purchase Orders for Products by notification, in writing, (i) upon the occurrence of a breach of a material term of this Agreement if the breaching Party fails to remedy such breach (if such breach is a failure to make payment) or demonstrate its ability to remedy such breach (if such breach is other than a failure to make payment) within thirty (30) days after notice thereof by the non-breaching Party or, with respect to a breach (other than a failure to make payment) that cannot be cured within such period, then such longer period (up to 90 days) as may be reasonably necessary, using commercially reasonable efforts, to cure the breach, or (ii) if the other Party files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. under any bankruptcy or insolvency act or has any such petition filed against it and such proceeding remains un-dismissed or un-stayed for a period of more than thirty days. Agilent shall not be obligated to accept additional Purchase Orders during any period LipoScience has undisputed past due receivables which remain unpaid after thirty days written notice.
Default by Either Party. An Event of Default by either party shall have occurred upon (i) the occurrence of a material breach of this Agreement if such party fails to remedy such breach within [**] after written notice thereof by the non-breaching party (or, if remediation of such breach in [**] is not practicable, if such party fails to commence and diligently pursue such remediation during such [**] period), or (ii) the commencement of any proceeding in or for bankruptcy, insolvency, dissolution or winding up by or against such party that is not dismissed or otherwise disposed of within [**] thereafter.
Default by Either Party. For the purposes of this Agreement, a default shall have occurred with respect to either party if such party:
Default by Either Party. If Escrow fails to close when and as provided in Section 6.1 above (including any applicable extensions pursuant to this Agreement) due to the failure of either party to perform any obligation under this Agreement, then the nondefaulting party may elect, by written notice to the defaulting party and to Escrow Holder, to terminate Escrow and this Agreement. That termination shall be effective three (3) days after delivery of such notice; provided, that (i) the nondefaulting party has performed or is in a position to perform all conditions on its part to be performed as of the termination date; and (ii) the defaulting party has not cured the default and the nondefaulting party has not waived such default by the effective termination date. Without in any way affecting the validity of such termination, both Buyer and Seller agree to execute and deliver mutual termination instructions in a form specified by Escrow Holder in order to satisfy Escrow Holder's reasonable cancellation requirements. Except as otherwise provided in this Article 7, Escrow Holder and the parties shall, upon such termination, return all of the other party's funds and documents then held by them to the party depositing or delivering the same. Thereafter, each of the parties shall be discharged and released from all obligations and liabilities except as otherwise provided in Sections 7.2, 7.3 and 7.4 and except for those obligations and liabilities which are expressly intended to survive the termination of this Agreement.
Default by Either Party. If any of the Parties (Defaulting Party) shall make default in the due observance or performance of any of its obligations under this Agreement the observance or performance of which is or becomes essential and such default shall continue for 14 days after the receipt of a notice in writing from the other Party (Non Defaulting Party) to remedy the default then the Non Defaulting Party may, without further notice to the Defaulting Party:
