Common use of Termination by Purchaser Clause in Contracts

Termination by Purchaser. The Purchaser shall be entitled to terminate the Agreement, without liability, cost, or penalty: on written notice to the Supplier where the Supplier: (i) makes any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; (ii) has a receiver and/or manager appointed over its assets or makes an application to do so; (iii) becomes bankrupt or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases to carry on business. Notwithstanding the foregoing, the Purchaser shall not be entitled to terminate this Agreement under this Section if the Supplier, or its creditors, or some other party makes suitable provisions for the performance of its obligations hereunder; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; in the event of a material breach of Section 2.1 or Section 7.1 (including no conflict of interest), or any service standard referred in the Error: Reference source not found, if such breach is not cured within 90 Days of Purchaser giving written notice of such material breach to the Supplier; and as per any provision of the Agreement that provides for early termination. [The Services and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at which the Purchaser will the right to exit the arrangement and terminate the Agreement.] In the event that the Purchaser gives notice of termination under this Agreement or this Agreement expires, or this Agreement is otherwise terminated, the Supplier shall, at the request of the Purchaser do any or any combination of the following: disclose to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that have been produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that have been produced) and deliver that report in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the Purchaser.

Termination by Purchaser. The Purchaser shall be entitled may terminate this Agreement with respect to terminate the Agreementany Purchased Aircraft for which Closing has not occurred, without liabilityat its option, cost, or penalty: on by providing at least thirty (30) calendar days’ prior written notice to LAAM, upon the Supplier where occurrence of any of the Supplier: following: (ia) except as a result of an Excusable Delay, LAAM fails to perform or observe any covenant or Agreement contained in this Agreement and such failure, if curable, remains uncured for [***] after Purchaser has provided the written notice, unless LAAM has commenced remedying such failure within such [***] period and thereafter proceeds to completion within another [***] thereafter; (b) the applicable Purchased Aircraft is destroyed or structurally damaged, prior to Closing; (c) LAAM admits its insolvency or makes any a general assignment for the benefit of creditors or otherwise enters into any proceeding is instituted by LAAM seeking relief or giving notice of its intention to seek relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, or composition of it or arrangement with its creditors; (ii) has debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, receiver and/or manager appointed over and manager, trustee, custodian or other similar official for it or any substantial part of its property and assets or makes LAAM takes any corporate (or equivalent) action to authorize any of the foregoing; (d) any proceeding is initiated against LAAM seeking to have an application order for relief entered against it as a debtor or to do so; (iii) becomes adjudicate it as bankrupt or insolvent or commits an act seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of bankruptcy it or takes its debts under any Applicable Law relating to bankruptcy, insolvency or attempts to take advantage of any law reorganization or statute for the relief of bankrupt debtors, or insolvent debtorsseeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for it or any substantial part of its property and assets and such proceedings are not or are no longer being contested in good faith by appropriate proceedings but in no event longer than ten (10) Business Days from the institution of such first-mentioned proceedings; Contract No.: BRIDGER AIR TANKER-OCT 2017-CL415EAF-3AC_2OP(SL) Confidential Page 16 of 42 (ive) has if the Parties are not reasonably able to agree on an arrangement to address the issues resulting from the requirement to make a resolution Regulatory Change in accordance with Section 4.5(b); (f) an Excusable Delay, other than an Excusable Delay resulting from any of the events or a petition filed or an order made for its winding up; occurrences described in Section 4.6(a)(ii), (i) results in the postponement of the Target Readiness Date by more than [***], or (vii) ceases if LAAM has delivered notice of the Readiness Date to carry on business. Notwithstanding Purchaser pursuant to Section 4.2(b), results in the foregoing, postponement of the Purchaser shall not be entitled to terminate this Agreement under this Section if the SupplierReadiness Date by more than [***], or its creditors, or some other party makes suitable provisions for (iii) renders the performance of its obligations hereunderthis Agreement by LAAM impossible; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; in the event of a material breach of Section 2.1 or Section 7.1 or (including no conflict of interest), or any service standard referred in the Error: Reference source not found, if such breach is not cured within 90 Days of Purchaser giving written notice of such material breach to the Supplier; and as per any provision g) postponement of the Agreement that provides for early termination. Target Readiness Date, including delays as a result of Excusable Delays or otherwise, by more than [The Services and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at which the Purchaser will the right to exit the arrangement and terminate the Agreement***].] In the event that the Purchaser gives notice of termination under this Agreement or this Agreement expires, or this Agreement is otherwise terminated, the Supplier shall, at the request of the Purchaser do any or any combination of the following: disclose to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that have been produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that have been produced) and deliver that report in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the Purchaser.

Termination by Purchaser. The This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, by Purchaser shall be entitled to terminate and Merger Sub, whether or not the AgreementCompany Shareholder Approval has been obtained: (a) upon a breach by Company of any representation, without liabilitywarranty, costcovenant, or penalty: agreement set forth in this Agreement or any Ancillary Document, or if any such representation or warranty shall have become untrue, incomplete, or incorrect, in either or both cases that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on written the Company and its Subsidiaries taken as a whole (a "Terminating Company Breach"); provided, that if such Terminating Company Breach is curable by Company through the exercise of commercially reasonable efforts within thirty (30) days following notice of such Terminating Company Breach, for so long as Company continues to the Supplier where the Supplier: exercise such commercially reasonable efforts, and such Terminating Company Breach is cured within such thirty (i30) makes any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; (ii) has a receiver and/or manager appointed over its assets or makes an application to do so; (iii) becomes bankrupt or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases to carry on businessday period. Notwithstanding the foregoing, the Purchaser shall may not be entitled to terminate this Agreement under this Section 9.4 within such thirty (30) day period; and provided, further, that the preceding proviso shall not in any event be deemed to extend the Deadline Date; (b) if an Alternative Transaction shall have been announced or otherwise publicly known and the Supplierboard of directors of Company shall have (A) failed to recommend against acceptance of such by its shareholders (including by taking no position, or indicating its creditorsinability to take a position, or some other party makes suitable provisions for the performance of its obligations hereunder; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; the acceptance by its shareholders of an Alternative Transaction, (B) failed to reconfirm its approval and recommendation of this Agreement, the Merger and the transactions contemplated hereby within five (5) Business Days after Purchaser requests in writing that such recommendation be reconfirmed, (C) made a Change in the event Company Recommendation, or (D) determined that such Alternative Transaction is a Superior Transaction and takes any of a material breach of the actions allowed by Section 2.1 or Section 7.1 (including no conflict of interest6.1(b), or the board of directors resolves to take any service standard referred in of the Error: Reference source not foundactions described above, if such breach is not cured within 90 Days of Purchaser giving written notice of such material breach to the Supplier; and as per a result of any provision of the Agreement that provides for early termination. [The Services and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at which the Purchaser will the right to exit the arrangement and terminate the Agreement.] In the event that the Purchaser gives notice of termination under this Agreement or this Agreement expires, or this Agreement is otherwise terminatedforegoing, the Supplier shall, at the request of the Purchaser do any or any combination of the following: disclose to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that Company Shareholder Approval shall not have been produced) by obtained and the Supplier as at Merger and the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that transactions contemplated hereby shall not have been produced) and deliver that report in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the Purchaserconsummated.

Termination by Purchaser. The Purchaser shall This Agreement may be entitled terminated at any time prior to terminate the AgreementOffer Completion Date by Purchaser, without liabilityif (a) there has been a breach by the Company of any representation or warranty contained in this Agreement which is not curable or, costif curable, or penalty: on is not cured within fifteen (15) calendar days after written notice of such breach is given by Purchaser to the Supplier where the Supplier: (i) makes any general assignment for the benefit of creditors Company, but in either event, only if such breach or otherwise enters into any composition or arrangement with its creditors; (ii) has a receiver and/or manager appointed over its assets or makes an application to do so; (iii) becomes bankrupt or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases to carry on business. Notwithstanding the foregoingbreaches, the Purchaser shall not be entitled to terminate this Agreement under this Section if the Supplier, or its creditors, or some other party makes suitable provisions for the performance of its obligations hereunder; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice aggregate, could be reasonably expected to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; in the event of have a Material Adverse Effect, (b) there has been a material breach of Section 2.1 or Section 7.1 (including no conflict any of interest)the covenants set forth in this Agreement on the part of the Company, or any service standard referred in the Error: Reference source which breach is not foundcurable or, if such breach curable, is not cured within 90 Days of Purchaser giving fifteen (15) calendar days after written notice of such breach is given by Purchaser to the Company, (c) the Company Board or any committee thereof shall have (i) failed to recommend to the Shareholders that they accept the Offer or give the Company Shareholder Approval in accordance with this Agreement, (ii) withdrawn or modified or proposed publicly to withdraw or modify in a manner adverse to Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or failed to reconfirm publicly and unconditionally its approval or recommendation within three (3) Business Days after a written request to do so, which public reconfirmation must also include an unconditional rejection of any then pending Company Takeover Proposal, (iii) approved or recommended, or proposed publicly to approve or recommend, a Company Takeover Proposal to the Shareholders, (iv) caused the Company to take any action referred to in Section 5.5 that would have constituted a breach thereof but for the exceptions thereunder, including without limitation authorizing the Company to enter into a Company Acquisition Agreement, (v) approved the breach of the Company’s obligation under Section 5.5, or (vi) resolved to take any of the foregoing actions, (d) the Company enters into any Company Acquisition Agreement, (e) there has been a material breach by any Shareholder holding at least one percent (1%) of all Shares that is a party to the Supplier; and as per Shareholders Agreement of any provision of representation or warranty or covenant contained in the Shareholders Agreement that provides for early termination. [The Services and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at which the Purchaser will the right to exit the arrangement and terminate the Agreement.] In the event that the Purchaser gives is not curable or, if curable, is not cured within five (5) calendar days after written notice of termination under this Agreement or this Agreement expiressuch breach is given by Purchaser to the Company and such Shareholder, or this Agreement is otherwise terminated, (f) the Supplier shall, at the request of the Purchaser do any or any combination of the following: disclose to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that Fairness Opinion shall have been produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that have been produced) and deliver that report withdrawn, limited or otherwise modified in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the Purchaserany respect.

Termination by Purchaser. The Purchaser shall be entitled has the absolute right to terminate the Agreement, without liability, cost, or penalty: on written notice to the Supplier where the Supplier: (i) makes cancel a Purchase Order for any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; (ii) has a receiver and/or manager appointed over its assets or makes an application to do so; (iii) becomes bankrupt or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases to carry on business. Notwithstanding the foregoing, the Purchaser shall not be entitled to terminate this Agreement under this Section if the Supplier, or its creditors, or some other party makes suitable provisions for the performance of its obligations hereunder; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder reason with respect to confidential information or privacy; in the event of a material breach of Section 2.1 or Section 7.1 (including no conflict of interest), or any service standard referred in the Error: Reference source Products that have not found, if such breach is not cured within 90 Days of Purchaser yet been provided by giving Vendor written notice of such material breach cancellation. If this is prior to the Supplier; and as per Cancel Date and, prior to Purchaser’s cancellation, Vendor has not breached any provision term or condition of the Agreement Purchase Order, then Purchaser, at its option, either shall (i) purchase such Goods that provides Vendor especially manufactured for early terminationPurchaser prior to Purchaser’s cancellation, but only to the extent the Goods are not reasonably suitable for sale to any other buyer, or (ii) reimburse Vendor for reasonable and unrecoverable costs to the extent that such costs were actually incurred by Vendor in connection with such Goods as a result of Purchaser’s cancellation, up to a maximum of fifty percent (50%) of Purchaser’s purchase price for such Goods (defined as the “Elective Termination Fee” or “ETF”). [The Services and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at which the Purchaser will the right to exit the arrangement and may terminate the Agreement.] In the event that the Purchaser gives notice of termination under this Agreement without liability to Vendor if Vendor (a) sells, or offers to sell, a material portion of its assets, or (b) sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient amount of its stock that effects a change in the control of Vendor. Further, discontinuance of any portion of Purchaser or Vendor’s business by reason of fire, flood, storm, earthquake, war or any other cause or causes beyond the control of that party shall give Purchaser the option of canceling all undelivered Goods, provided that reasonable notice is given to Vendor. If at any time Vendor, or an employee, owner, officer, or director thereof, (i) becomes the subject of a public scandal, (ii) takes an action, or (iii) makes a statement, any of which significantly degrades the reputation of Vendor or its brand or places Vendor in conflict with Purchaser’s brand values (all as determined by Purchaser in its reasonable judgment), Purchaser shall have the option to immediately terminate this Agreement expires, or this Agreement is otherwise terminated, the Supplier shall, at the request of the Purchaser do without any or any combination of the following: disclose obligation to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that have been produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that have been produced) and deliver that report in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the PurchaserVendor other than funds already paid.

Termination by Purchaser. The This Agreement may be terminated and the Offer may be abandoned by Purchaser shall be entitled to terminate the Agreement, without liability, cost, or penalty: on written notice at any time prior to the Supplier where the Supplier: Acceptance Time: (a) if (i) makes any general assignment for the benefit of creditors or otherwise enters into any composition or arrangement with its creditors; a Recommendation Change shall have occurred, (ii) has the Company Board (or the Special Committee) approves, endorses or recommends any Takeover Proposal other than the Offer and the Merger, (iii) the Company Board (or the Special Committee) approves, endorses, recommends, or enter into or allows the Company or any of its Subsidiaries to enter into, a receiver and/or manager appointed over its assets merger agreement, letter of intent, agreement in principle, acquisition agreement, purchase agreement, option agreement or makes other similar agreement with respect to a Takeover Proposal (other than an application Acceptable Confidentiality Agreement), (iv) if the Company Board fails to expressly publicly reaffirm the Company Board Recommendation within five (5) Business Days after a written request by Parent to do so; (iii) becomes bankrupt or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases the Company or the Company Board (or the Special Committee) resolves or announces its intention to carry on business. Notwithstanding do any of the foregoing, the Purchaser shall in any case whether or not be entitled to terminate this Agreement under this permitted by Section 6.4; (b) if the Supplier, or its creditors, or some other party makes suitable provisions for the performance of Company materially breaches its obligations hereunder; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; in the event of a material breach of under Section 2.1 or Section 7.1 (including no conflict of interest), or any service standard referred in the Error: Reference source not found, if 6.4 and such breach is not cured within 90 five (5) Business Days after the Company’s receipt of written notice asserting such breach or failure from Parent or Purchaser; (c) in the event (A) of a breach of any covenant or agreement on the part of the Company set forth in this Agreement or (B) that any representation or warranty of the Company set forth in this Agreement shall have been inaccurate when made or shall have become inaccurate as of any scheduled expiration date of the Offer (as if made on such scheduled expiration date), but in either case only to the extent that such breach or inaccuracy would reasonably be expected to result in one or more of the conditions to the Offer set forth in clause (c) or clause (d) of Annex I hereto not being satisfied as of any scheduled expiration date of the Offer; provided, however, that notwithstanding the foregoing, in the event that such breach of covenant by the Company is, or such inaccuracies in the representations and warranties of the Company are, curable by the Company through the exercise of commercially reasonable efforts, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 8.3(c) until the earlier to occur of (1) the expiration of a twenty (20) Business Day period after delivery of written notice from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the ceasing by the Company to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that Parent and Purchaser giving may not terminate this Agreement pursuant to this Section 8.3(c) if such breach or inaccuracy by the Company is cured within such twenty (20) Business Day period); provided further, however, that breaches contemplated by Section 8.3(b) above shall be governed by Section 8.3(b) and not by this Section 8.3(c); or (d) if a Company Material Adverse Effect shall occur and be continuing and has not been cured by the Company within twenty (20) Business Days after the Company’s receipt of written notice of the occurrence of such material breach to the Supplier; and as per any provision of the Agreement that provides for early termination. [The Services and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at which the Purchaser will the right to exit the arrangement and terminate the Agreement.] In the event that the Purchaser gives notice of termination under this Agreement from Parent or this Agreement expires, or this Agreement is otherwise terminated, the Supplier shall, at the request of the Purchaser do any or any combination of the following: disclose to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that have been produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that have been produced) and deliver that report in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the Purchaser.

Termination by Purchaser. The Purchaser shall be entitled to may terminate the Agreement, without liability, cost, its obligations under Article I of this Agreement by oral or penalty: on written notice to the Supplier where Company following the Supplieroccurrence of one or more of the following: (a) the Company shall default in any material respect in the performance of any covenant or agreement under this Agreement, which default shall continue for more than three business days following written notice thereof from the Purchaser; (b) the representations and warranties of the Company set forth in Section 2.01 of this Agreement shall not be true and correct in all material respects as of the date of this Agreement, and on each day thereafter (as if each such date was a Tranche Closing Date), except for the representations and warranties made as of a particular date which representations and warranties need be true and correct only as of such date; (c) the Company shall merge or consolidate with any Person, shall effect any reorganization, or shall sell or substantially all of its assets, or shall enter into any agreement contemplating the same; (d) the Closing of the purchase and sale of the Tranche Shares shall not have been completed by October 1, 2004; (e) [INTENTIONALLY OMITTED] (f) except pursuant to Stock Equivalents (as hereinafter defined) outstanding on the date of this Agreement and disclosed in the SEC Documents, the Company issues, or agrees to issue: (i) makes any general assignment for shares of Common Stock at a purchase price less than the benefit highest of creditors or otherwise enters into any composition or arrangement with its creditorsthe Tranche Purchase Prices; (ii) has a receiver and/or manager appointed over its assets shares of capital stock convertible into Common Stock; or makes an application to do so; (iii) becomes bankrupt Stock Equivalents with an exercise or insolvent or commits an act of bankruptcy or takes or attempts to take advantage of any law or statute for conversion price less than the relief of bankrupt or insolvent debtors; (iv) has a resolution or a petition filed or an order made for its winding up; or (v) ceases to carry on business. Notwithstanding the foregoing, the Purchaser shall not be entitled to terminate this Agreement under this Section if the Supplier, or its creditors, or some other party makes suitable provisions for the performance of its obligations hereunder; on [Insert] [Days] written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority; on written notice to the Supplier if the Supplier breaches in any material respect any of its obligations or covenants hereunder with respect to confidential information or privacy; in the event of a material breach of Section 2.1 or Section 7.1 (including no conflict of interest), or any service standard referred in the Error: Reference source not found, if such breach is not cured within 90 Days of Purchaser giving written notice of such material breach to the Supplier; and as per any provision highest of the Agreement that provides for early termination. [The Services Tranche Purchase Prices (For purposes hereof "Stock Equivalents" shall mean options, warrants, calls, rights, commitments, convertible securities and Fees Schedule and/or the Project Plan Schedule should describe any specific points in time at other securities pursuant to which the Purchaser will holder, directly or indirectly, has the right to exit acquire (with or without additional consideration) capital stock or equity of the arrangement and terminate Company; or (g) the Agreement.] In the event that the Purchaser gives notice of termination under this Agreement Company declares or this Agreement expirespays any dividend or distribution to its shareholders, or this Agreement is otherwise terminated, the Supplier shall, at the request of the Purchaser do purchases or redeems any or any combination of the following: disclose to the Purchaser the current state of the Services completed to the effective date of termination (including all Deliverables that have been produced) by the Supplier as at the effective date of termination; prepare a written report on the Services completed to the effective date of termination (including all Deliverables that have been produced) and deliver that report in a professional manner acceptable to the Purchaser within 10 Days from the effective date of termination; provide to the Purchaser all Deliverables produced during the Term, and return to the Purchaser all information and materials provided to the Supplier by the Purchaser; and assist with the transition/handover of the Services, whether to the Purchaser or to a third party, as applicable and upon the request of the PurchaserCommon Stock.