Common use of Distributor Option Clause in Contracts

Distributor Option. This Agreement shall terminate, at the option of Distributor, (i) immediately upon notice to LifeCell in the event of (1) an attempted assignment or delegation of this Agreement by LifeCell without Distributor’s prior written consent, (2) an inability by LifeCell to pay its debts as they become due, (3) the institution of any proceedings by or against LifeCell for reorganization, bankruptcy or other relief under any insolvency or similar law, (4) an application for or the appointment of a receiver for LifeCell, (5) dissolution of LifeCell, whether voluntary or by law or (6) a change in the control of LifeCell reasonably unacceptable to Distributor or (ii) upon thirty (30) days written notice to LifeCell in the event of a material breach by LifeCell of any of the terms of this Agreement not otherwise described in clause (i) above, if LifeCell shall have failed to cure such breach within 30 days of such notice or (iii) upon 60 days prior written notice to LifeCell in the event that LifeCell changes any of the Products and such changes, in Distributor’s reasonable judgment, significantly and adversely affect Distributor. In addition to the foregoing, Distributor shall have the right to terminate this Agreement at any time, for any reason in its sole discretion, by giving LifeCell written notice of termination not less than eighteen (18) months prior to the effective date of termination.

Distributor Option. This Agreement shall terminate, at the option of Distributor, (i) immediately upon notice to LifeCell in the event of (1) an attempted assignment or delegation of this Agreement by LifeCell without Distributor’s prior written consent, (2) an inability by LifeCell to pay its debts as they become due, (3) the institution of any proceedings by or against LifeCell for reorganization, bankruptcy or other relief under any insolvency or similar law, (4) an application for or the appointment of a receiver for LifeCell, (5) dissolution of LifeCell, whether voluntary or by law or (6) a change in the control of LifeCell reasonably unacceptable to Distributor or (ii) upon thirty (30) days written notice to LifeCell in the event of a material breach by LifeCell of any of the terms of this Agreement not otherwise described in clause (i) above, if LifeCell shall have failed to cure such breach within 30 days of such notice or (iii) upon 60 days prior written notice to LifeCell in the event that LifeCell changes any of the Products and such changes, in Distributor’s reasonable judgment, significantly and adversely affect Distributor. In addition to the foregoing, Distributor shall have the right to terminate this Agreement at any time, for any reason in its sole discretion, by giving LifeCell written notice of termination not less than eighteen (18) months prior to the effective date of termination.