Common use of LifeCell Option Clause in Contracts

LifeCell Option. This agreement shall terminate, at the option of LifeCell, (i) immediately upon notice to Distributor in the event of (1) an attempted assignment or delegation of this Agreement by Distributor, without LifeCell’s prior written consent, to an entity that is neither controlled by, nor controls Distributor via an ownership interest of at least ninety percent (90%), (2) an inability by Distributor to pay its debts as they become due, (3) the institution of any proceedings by or against Distributor for reorganization, bankruptcy or other relief under any insolvency or similar law, (4) an application for or the appointment of a receiver for Distributor (5) dissolution of Distributor, whether voluntary or by law, unless dissolved into a an entity that is either controlled by, or controls Distributor via an ownership interest of at least ninety percent (90%), or (6) solely if LifeCell and KCI Medical Resources are then Affiliates, a material and intentional breach by Distributor of Section 1B of that certain Trademark License Agreement by and between Distributor and KCI Medical Resources, dated the Effective Date (the “KCI License Agreement”) which is not remedied by Distributor within thirty (30) days after written notice thereof specifying in reasonable detail the nature of the alleged breach, as determined by final judgment of an arbitrator pursuant to Section 12 of the KCI License Agreement which is no longer subject to appeal, and provided LifeCell first follows in good faith the dispute resolution procedures set forth in Section 10D of the KCI License Agreement; or (ii) upon thirty (30) days written notice to Distributor in the event of a material breach by Distributor of any of the terms of this Agreement not otherwise described in clause (i) above, if such notice specifies in reasonable detail the nature of the alleged breach and Distributor shall have failed to cure such a breach within thirty (30) days of such notice.