Common use of Termination for Breach Clause in Contracts

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effect.

Termination for Breach. Either party hereto Each Party shall have, in addition to any other rights and remedies such party may have, the right be entitled to terminate this Agreement on thirty (30) days’ prior by written notice to the other party hereto, if such in the event that the other party shall have materially breached or defaulted be in the performance default of any provision of this Agreement; providedits material obligations hereunder, however, that if it is possible for and shall fail to remedy any such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty sixty (3060) days after receipt of notice thereof by the non-breaching party. Any such notice, then notice shall specifically state that the non-breaching party intends to terminate this Agreement in the event that the breaching party shall continue in full force and effectfail to remedy the default.

Termination for Breach. Either party hereto shall have, in In addition to any other rights and and/or remedies such that either party may havehave under the circumstances, the right to all of which are expressly reserved, either party may suspend performance of and/or terminate this Agreement on thirty if (30i) days’ prior written notice to the other party hereto, if such other party shall have materially breached breaches any term or defaulted in the performance of any provision condition of this Agreement; provided, however, that if it is possible for such breach or default Agreement and fails to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt receiving written notice of such noticethe breach, then this Agreement shall continue or (ii) either party is in full force and effectmaterial breach of Section 6.1.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party Party may have, the right to terminate this Agreement on thirty sixty (3060) days’ prior written notice to days after giving the other party hereto, if such other party shall have materially breached or defaulted in the performance Party notice of breach of any material provision of this Agreement; providedAgreement (including without limitation the representations and warranties set forth in Article VII hereof) by the other Party, however, that if it is possible for unless such breach or default to be is cured and within the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt period of such notice, then this Agreement shall continue in full force and effect.. ***Confidential Treatment Requested 34

Termination for Breach. Either party hereto In the event that a Party materially breaches any material term or obligation of this Agreement, the other Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior by giving 60 days written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreementbreaching Party; provided, however, that in the case of a breach capable of being cured, if it is possible for the breaching Party cures such breach or default to within the relevant notice period, then the notice shall not be cured effective and the party receiving such notice of termination Agreement shall cure such breach or default within thirty (30) days after receipt of not terminate based on such notice, then this Agreement . The notice period shall continue in full force and effectbe reduced to 30 days for payment defaults.

Termination for Breach. Either party hereto In the event that either Party shall havebe in breach, in addition to violation or default of any other rights and remedies such party may have, the right to terminate of its obligations under this Agreement on thirty (30) days’ prior written notice and shall fail to the other party hereto, if remedy such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty sixty days (3060) days after receipt of such noticewritten notice thereof, then the Party not in default (reserving cumulatively all other remedies and rights under this Agreement and at law and in equity) shall continue in full force and effecthave the option of terminating this Agreement upon written notice thereof.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) 60 days’ prior written notice to the other party hereto, if such the other party shall have materially breached is in material default or defaulted in the performance breach of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such cures the breach or default within thirty such 60-day period (30) days after receipt or, if such default is one which cannot reasonably be cured within such 60-day period, takes reasonable steps to begin cure of such noticethe default and thereafter diligently proceeds towards curing said default), then this Agreement shall continue in full force and effect.

Termination for Breach. Either party hereto shall havemay, in addition to any other rights and remedies such party may haveat its option, the right to terminate this Agreement on thirty (30) days’ prior written notice to or an Order in the event the other party heretomaterially breaches any of its duties, if such other party shall have materially breached obligations or defaulted in the performance of any provision of responsibilities under this Agreement; provided, however, that if it is possible for such breach Agreement or default an Order and fails to be cured and the party receiving such notice of termination shall cure such breach (or default provide an acceptable plan for curing such breach) within thirty (30) days after receipt by the breaching party of such noticewritten notice specifying the breach. In the event of a termination by Allure under this Section 8.2, then this Agreement shall continue in full force and effectLicensee remains responsible for payment of all fees due under any Order outstanding at the time of termination.

Termination for Breach. Either party hereto shall have, in addition to may terminate this Agreement immediately for breach of any material term or condition of this Agreement by the other rights and remedies such party may have, (the “Breaching Party”) thirty (30) days after written notice thereof is received by the Breaching Party. The party claiming the right to terminate under this Agreement on thirty (30) days’ prior written Subsection 7.3 shall set forth in the notice to the facts underlying its claim that the other party hereto, if is in breach of the Agreement. Remedy of such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such a breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after of the receipt of such notice, then this Agreement notice shall continue the Agreement in full force and effecteffect for the remaining term, subject to any other rights of termination contained in this Section 4 or elsewhere in this Agreement.

Termination for Breach. Either party hereto shall have, in addition Party to any other rights and remedies such party this Agreement may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to in the event the other party hereto, if such other party Party hereto shall have materially breached or defaulted in the performance of any provision of this Agreement; providedits material obligations hereunder, however, that if it is possible and such default shall have continued for sixty (60) days after written notice thereof was provided to the breaching Party by the non-breaching Party. Any termination shall become effective at the end of such sixty (60) day period unless the breaching Party has cured any such breach or default prior to be cured and the party receiving such notice expiration of termination shall cure such breach or default within thirty the sixty (3060) days after receipt of such notice, then this Agreement shall continue in full force and effectday period.

Termination for Breach. Either party hereto Each Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior in its entirety immediately upon written notice to the other party heretoParty if the other Party materially breaches its obligations under any Transaction Agreement and, if after receiving written notice identifying such other party shall have materially breached or defaulted material breach in the performance of any provision of this Agreement; providedreasonable detail, however, that if it is possible for such breach or default fails to be cured and the party receiving such notice of termination shall cure such material breach or default within thirty (30) days after receipt from the date of such notice, then this Agreement shall continue in full force and effect.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty immediately if: (30i) days’ prior written notice to the other party hereto, if such other party shall have materially breached breaches a material term or defaulted in the performance of any provision condition of this Agreement; provided, however, that if it is possible for Agreement and fails to remedy such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of notice of such noticebreach; (ii) proceedings are instituted by or against the other party under federal or state bankruptcy laws or an assignment or receivership is established for the benefit of the creditors of the other party; or (iii) majority ownership, then this Agreement shall continue in full force and effector effective control, of the other party is transferred to an unrelated third party.

Termination for Breach. Either party hereto In the event that either Party defaults or breaches any material term of this Agreement on its part to be performed or observed, the other Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on by giving thirty (30) days’ prior ' written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreementdefaulting Party; provided, however, that in the case of a default or breach capable of being cured, if it is possible for such breach or default to be cured and the party receiving such notice of termination said defaulting Party shall cure such the said default or breach or default within thirty ninety (3090) days after receipt of such noticethe said notice shall have been given, then this Agreement the said notice shall continue in full force and effectnot be effective.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party Party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to the other party heretoParty, with immediate effect, if such the other party shall have materially breached or defaulted in the performance Party commits a material breach of any provision of this Agreementits obligations essentially but non limitatively stipulated in Article 2.3; provided, however, that if it Article 6.4; Article 7.3 and Article 8.1 hereunder which is possible for such breach or default to be not cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement the other Party’s written notice of the breach. Such right of termination shall continue in full force and effectbe without prejudice to any other remedy the non-defaulting party may have at law due to the other party’s breach of its obligations hereunder.

Termination for Breach. Either party hereto shall have, in In addition to any all other rights and remedies such granted to the parties hereunder, either party may have, the right to terminate this Agreement on thirty effective sixty (3060) days’ prior written days after giving notice of intent to terminate, if the other party hereto, if such other party shall have materially breached fails or defaulted in the performance of neglects to perform any material covenant or provision of this Agreement; provided, however, that if it and such default is possible for such breach or default to be not materially cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) [**] days after receipt of receiving written notice with respect to such notice, then this Agreement shall continue in full force and effectdefault.

Termination for Breach. Either party hereto shall haveNotwithstanding, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior may be immediately terminated by either party upon written notice to the other party hereto, if such the other party shall have materially breached or defaulted is in the performance of any provision material breach of this Agreement; provided, however, that if it is possible for such breach or default Agreement and has failed to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after its receipt of written notice of such noticebreach from the first party. In the case of a breach of the confidentiality provisions of this Agreement, then the non-breaching party will have the right to immediately terminate this Agreement shall continue in full force and effectupon written notice to the other without giving the breaching party the right to cure.

Termination for Breach. Either Notwithstanding any other provision of this Agreement, each party hereto shall havehave the right, in addition to any other rights and remedies such party may haveavailable to the party, the right to terminate this Agreement on thirty (30) days’ prior agreement immediately by written notice to the other party hereto, if such the other party shall have materially breached or defaulted in the performance of breaches any material provision of this Agreement; providedAgreement and, howeverin the case of a breach capable of cure, that if it is possible for such breach or default fails to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after of the receipt by the breaching party of such notice, then this Agreement shall continue in full force notice specifying the breach and effectrequiring its remedy.

Termination for Breach. Either If either party hereto shall haveshould violate or fail to perform any term or covenant of this Agreement, in addition then the other party may give written notice of such default (a “Notice of Default”) to such party. If such party should fail to cure such default within sixty (60) days (or thirty (30) days with respect to any payment obligation) of the date of such notice or prior to the natural expiration date of this Agreement, whichever is shorter in duration, the other rights and remedies such party may have, shall have the right to terminate this Agreement on thirty (30) days’ prior by a second written notice (a “Notice of Termination”) to such party. If Notice of Termination is sent to such party, this Agreement shall automatically terminate on the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt effective date of such notice, then this Agreement shall continue in full force and effect.

Termination for Breach. Either Each party hereto shall have, in addition to any other rights and remedies such party may have, will have the right to terminate this Agreement on thirty (30) days’ prior written upon notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of breaches this Agreement; provided, however, that if it is possible for such breach or default Agreement and fails to be cured and the party receiving such notice of termination shall cure such breach or default within thirty ten (3010) days after receipt of such noticereceiving written notice thereof. Notwithstanding the above, then we may terminate this Agreement shall continue immediately for cause for any violation by you of Section 2 (Reservation of Rights/Limitation on Use) or Section 12 (Compliance with Laws). We may also terminate this Agreement immediately upon notice to you if you if disparage us or our Products or engage in full force and effectabusive or threatening conduct or communications toward us or about us.

Termination for Breach. Either party hereto shall have, in addition to In the event that either Party breaches any other rights and remedies such party may have, the right to terminate provision of this Agreement on thirty (30) days’ prior written notice to the other party hereto, if such other party shall have materially breached or defaulted defaults in the performance of any provision of its obligations hereunder, the Party not in breach or default may, at its option, terminate this Agreement by giving Notice to the other Party specifying the default and such Party's intention to terminate this Agreement; provided, however, that if it is possible for . Such termination shall be effective thirty (30) calendar days following the giving of such Notice unless the Party in breach or default shall have cured such breach or default prior to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt expiration of such notice, then this Agreement shall continue in full force and effectperiod.

Termination for Breach. Either Each party hereto hereby agrees that its failure to perform any of its obligations under this Agreement shall have, in addition to any give the other rights party the legal justification and remedies such party may have, the right to unilaterally terminate this Agreement on thirty (30) days’ prior written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt by the defaulting party of written notice specifying the nature of the default and the non-defaulting party’s intention to terminate, unless within said thirty (30) day period, the defaulting party shall have cured the default to the non-defaulting party’s sole satisfaction, provided that such notice, then this Agreement shall continue in full force and effectdefault is capable of cure.

Termination for Breach. Either In the event either party hereto materially fails ---------------------- to perform or comply with this Agreement or any provision thereof, and fails to remedy the default within sixty (60) days after the receipt of notice to that effect, then the other party shall havehave the right, in addition at its sole option and upon written notice to any other rights and remedies such party may havethe defaulting party, the right to terminate this Agreement on thirty (30) days’ prior upon written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effect.

Termination for Breach. Either If either party hereto shall havematerially breach ---------------------- or default under this Agreement, in addition to any the other rights and remedies such party may have, the right give written notice of its intention to terminate this Agreement on thirty Agreement, stating in reasonable detail the nature of the breach or default. Subject to clause (30f) days’ prior written notice to the other party heretobelow, if such other the party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default fails to be cured and the party receiving such notice of termination shall cure such or remedy its breach or default within thirty (30) days after receipt days, the other party may, while such breach or default continues, terminate this Agreement forthwith upon prior written notice of such notice, then this Agreement shall continue in full force and effecttermination to the other party.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, Each Party will have the right to terminate this Agreement on thirty (30) days’ prior by written notice to the other party hereto, Party if such the other party shall have Party materially breached or defaulted in breaches the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default Agreement and fails to be cured and the party receiving such notice of termination shall cure such breach breach, or default implement a corrective action plan designed to cure the breach, within thirty sixty (3060) days after receipt receiving * Confidential Treatment Requested 4. written notice of the breach from the non-breaching Party and if such noticebreach still has not been cured, then this Agreement shall continue in full force and effector a corrective action plan still has not been implemented, when the termination notice is given.

Termination for Breach. Either party hereto Notwithstanding anything to the contrary contained herein, either Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior Agreement, in whole or in part, by written notice if either Party fails to the other party hereto, if such other party shall have materially breached cure or defaulted in the performance begin a good faith effort to cure a material breach of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default Agreement within thirty (30) calendar days after receipt following written notice of such notice, then this Agreement shall continue in full force and effectviolation.

Termination for Breach. Either party hereto Each Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior in its entirety immediately upon written notice to the other party heretoParty, if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such other material breach in reasonable detail, such breaching party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default fails to be cured and the party receiving such notice of termination shall cure such material breach or default within thirty sixty (3060) days after receipt (or twenty-five (25) days with respect to any payment breach) from the date of such notice. Any right to terminate under this Section 10.2, then this Agreement other than with respect to any payment breach, shall continue be stayed and the cure period tolled in full force and effect.the event that,

Termination for Breach. Either party hereto Party may terminate this Agreement, and the rights and licenses granted hereunder, with a sixty- (60-) days prior notice to the other Party if the other Party breaches any material provision of this Agreement, including any financial obligations under Section 4.1, unless the other Party cures such breach within the period of such notice. Such termination shall have, be in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice available to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectterminating Party at Law.

Termination for Breach. Either party hereto Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior at any time upon written notice to the other party hereto, Party if such the other party shall have Party materially breached or defaulted in the performance of any provision of breaches this Agreement; provided, however, that if it is possible for such breach or default Agreement and fails to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectreceiving written notice thereof.

Termination for Breach. Either party hereto shall haveExcept as otherwise provided in this Agreement, in addition to any other rights and remedies such party either Party may have, the right to terminate this Agreement on thirty (30) days’ prior upon written notice to the other party heretoParty, if such other party shall have materially breached Party breaches or defaulted in the performance of defaults under any provision of this Agreement; providedmaterial term, howevercovenant, that if it is possible for such breach or default condition hereunder and fails to be cured and the party receiving such notice of termination shall cure such material breach or default within thirty (30) days after receipt of such notice, then receiving written notice thereof from the non-breaching Party. Any termination under this Agreement Section 6.3 shall continue in full force and effectbe without prejudice to any other rights or remedies available to the terminating Party.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party Each Party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to upon the other party hereto, if such other party shall have materially breached or defaulted in the performance breach of any material provision of this Agreement; provided, however, that Agreement by the other Party if it is possible for the defaulting Party has not cured such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such noticewritten notice thereof. In the event a Party disputes the occurrence of a breach giving rise to termination under this Agreement, then this Agreement no termination shall continue in full force take effect during the pendency of such proceedings, and effectthe 30-day cure period shall begin upon the date the relevant authority provides an order that such a breach has occurred.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on at any time after thirty (30) days’ days prior written notice (specifying details of the breach or default) to the other party hereto, if such if: (i) the other party shall have materially breached is in breach or defaulted in the performance default of any provision of this Agreement; provided, however, that if it is possible for and such breach or default has a material adverse effect on the rights or obligations of the other party (the parties agree that any default in payment will be considered to be cured and have a material adverse effect on the party receiving such notice of termination shall cure such that is owed payment); and (ii) the breach or default is not cured within the thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effect30)-day notice period.

Termination for Breach. Either party hereto shall have, in In addition to any all other rights and remedies such granted to the parties hereunder, either party may have, the right to terminate this Agreement on thirty effective sixty (3060) days’ prior written days after giving notice of intent to terminate, if the other party hereto, if such other party shall have materially breached fails or defaulted in the performance of neglects to perform any material covenant or provision of this Agreement; provided, however, that if it and such default is possible for such breach or default to be not materially cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of receiving written notice with respect to such notice, then this Agreement shall continue in full force and effectdefault.

Termination for Breach. Either If either party hereto shall have, is in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance default of any material provision of this Agreement; provided, however, that if it Agreement and such default is possible for such breach or default to be not cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after of receipt of such written notice, then the non-breaching party shall have the right to terminate this Agreement Agreement. The remedy set forth in this Section 9.3 shall continue be non-exclusive and the non-terminating party shall have all other remedies available at law and in full force and effectequity.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, will have the right to terminate this Agreement on in whole or in part upon thirty (30) days’ prior days written notice to the other party heretoparty, if such in the event the other party shall have materially breached or defaulted in the performance of any provision of breaches this Agreement; provided, however, that if it is possible for Agreement and fails to correct such breach or default to be cured and the party receiving within such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effect.day period; provided that Good-Lite will have the right to terminate this

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior by giving written notice to the other party hereto(a) upon the bankruptcy of or commencement of a voluntary or involuntary insolvency involving the other party, if such other party which notice shall have materially breached be effective immediately; or defaulted in (b) upon the performance breach of any representation, warranty, or covenant or any other material provision of this Agreement; providedAgreement by the other party, however, that if it is possible for such breach or default to be cured and the party receiving such notice of in which case termination shall cure such breach or default within be effective thirty (30) days after receipt delivery of such notice, then this Agreement shall continue in full force and effectnotice unless the breach is cured within such thirty (30) days.

Termination for Breach. Either party hereto shall havemay terminate the Agreement by written notice if the other party breaches any provision of these Terms of Sale, the Ordering Document, or the applicable Product Terms (as applicable) and does not remedy such breach within fifteen (15) calendar days after written notice thereof is given by the non-breaching party (unless such breach may not be cured due to its nature, in addition which case no advance notice shall be required). Any such termination shall be without prejudice to any other rights and remedies such available to each party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to the other party hereto, if such other party shall have materially breached in contract or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectat law.

Termination for Breach. Either party hereto Each Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior upon written notice to notice, in the event of the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it Party’s material breach hereof which is possible for such breach or default to be not cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of notice specifying such notice, then this Agreement shall continue in full force and effectbreach.

Termination for Breach. Either party hereto shall havemay terminate this Agreement, at its option and without prejudice to any of its other legal and equitable rights and remedies, in addition to any the event that the other rights and remedies such party may haveis in material breach of this Agreement, by giving the right to terminate this Agreement on thirty other party sixty (3060) days’ prior written notice to in writing, particularly specifying the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such breach. Such notice of termination shall cure not be effective if the breaching party cures the specified breach within such breach or default within thirty sixty (3060) days after receipt of such notice, then this Agreement shall continue in full force and effectday period.

Termination for Breach. Either party hereto Each Party shall have, in addition to any other rights and remedies such party may have, the right be entitled to terminate this Agreement on thirty (30) days’ prior by written notice to the other party hereto, if such other party shall have materially breached or defaulted Party in the performance event that the other Party shall be in default of any provision of this Agreement; providedits obligations hereunder, however, that if it is possible for and shall fail to remedy any such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of notice thereof by the non-breaching Party. Any such notice, then notice shall specifically state that the non-breaching Party intends to terminate this Agreement in the event that the breaching Party shall continue in full force and effectfail to remedy the default. Upon termination of this Agreement pursuant to this Section 4.2, neither Party shall be relieved of any obligations incurred prior to such termination.

Termination for Breach. Either In the event either party hereto should fail to fulfill in a timely and proper manner its obligation under this Agreement, the other nonbreaching party shall have, in addition to any other rights and remedies such party may have, thereupon have the right to terminate this Agreement on by giving a thirty (30) days’ prior day written notice to the other breaching party heretoof such termination and specifying the date of the termination, if such other the breaching party shall have materially breached or defaulted in has not rectified and remedied the performance purported breach to the satisfaction of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such that gave notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectthe breach.

Termination for Breach. Either Each party hereto shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after the written notice of such breach is sent to the other party. If Dynapt terminates this Agreement because of Company’s failure to pay outstanding invoices for accepted work within thirty (30) days’ prior written notice , all amounts payable or accrued to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then Dynapt under this Agreement shall continue in full force and effectimmediately become collectible.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, have the right to terminate ---------------------- this Agreement on thirty (30) days’ prior written AGREEMENT, by notice to in writing in the event that the other party hereto, if such other party shall have materially breached is in default or defaulted in the performance breach of any provision of this Agreement; provided, however, that if it material obligation and such default or breach is possible for such breach not corrected or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty sixty (3060) days after receipt of such notice, then this Agreement shall continue in full force and effectwritten notice thereof has been provided by the non-defaulting or breaching party.

Termination for Breach. Either party hereto shall have, in addition Party to any other rights and remedies such party this Agreement may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to in the event the other party hereto, if such other party Party hereto shall have materially breached or defaulted in the performance of any provision of this its material obligations hereunder or under the Stock Purchase Agreement; provided, however, that if it is possible and such default shall have continued for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt written notice thereof was provided to the breaching Party by the non-breaching Party. Any termination shall become effective at the end of such notice, then this Agreement shall continue in full force and effectthirty (30) day period unless the breaching Party has cured any such breach or default prior to the expiration of the thirty (30) day period.

Termination for Breach. Either party hereto Party may terminate this Agreement, and the rights and licenses granted hereunder, with a sixty (60) days prior notice to the other Party if the other Party breaches any provision of this Agreement, unless the other Party cures such breach within the period of such notice. Such termination shall have, be in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice available to the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectterminating Party at Law.

Termination for Breach. Either party hereto shall have, in In addition to any other rights and remedies such party of termination specified herein, either Party may have, the right to terminate this Agreement on thirty upon sixty (3060) days’ days prior written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance event of any provision of this Agreement; provided, however, that if it is possible for such the other's failure to cure a material breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectthe terminating Party's written notice of default concerning the same.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, will have the right to terminate this Agreement on in whole or in part upon thirty (30) days’ prior days written notice to the other party heretoparty, if such in the event the other party shall have materially breached or defaulted in the performance of any provision of breaches this Agreement; provided, however, that if it is possible for Agreement and fails to correct such breach or default to be cured and the party receiving within such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effect.day period; provided that PowerSchool will have the right to terminate this

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to the breach of the other party hereto, if where such other party shall have materially breached or defaulted in breach is not cured within sixty (60) days of written notice delivered to the performance of any provision of this Agreementdefaulting party; provided, however, that if it is possible for such breach or default to be cured and only the aggrieved party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then can terminate this Agreement under this Section. Termination under this Section shall continue in full force and effectnot affect the validity of the License Agreement.

Termination for Breach. Either If either party hereto shall haveshould violate or fail to perform any term or covenant of this Agreement, in addition then the other party may give written notice of such default to the first party. If such party should fail to cure such default within 60 days (or 10 days with respect to any payment obligation) of the date of such notice, the other rights and remedies such party may have, shall have the right to terminate this Agreement on thirty (30) days’ prior by a second written notice (a “Notice of Termination”) to the other party heretofirst party. If Notice of Termination is sent to such first party, if such other party this Agreement shall have materially breached or defaulted in automatically terminate on the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt effective date of such notice, then this Agreement shall continue in full force and effect.

Termination for Breach. Either Each party hereto shall have, in addition to any other rights and remedies such party may have, will have the right to terminate this Agreement on thirty (30) days’ prior written notice to if the other party hereto, if such other party shall have materially breached or defaulted in the performance of breaches any provision material term of this Agreement; provided, however, that if it is possible for such breach or default Agreement and fails to be cured and the party receiving such notice of termination shall cure such breach or default within sixty (60) days after written notice thereof and DeNovo shall have the right to terminate this Agreement in the event that Customer is more than thirty (30) days after receipt of such notice, then this Agreement shall continue overdue in full force and effectits payments due hereunder.

Termination for Breach. Either party hereto Party shall have, in addition to any other rights and remedies such party may have, have the right to ---------------------- terminate this Agreement on and any license or sublicense granted hereunder upon thirty (30) days’ prior ' written notice to the other party hereto, of the other Party's material breach of this Agreement if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default Party has failed to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectdays' notice thereof.

Termination for Breach. Either party hereto shall haveUnless otherwise agreed in writing, in addition to any other rights and remedies such party either Party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to and any licenses granted under this Agreement if the other party hereto, if such other party shall have materially breached or defaulted is in the performance of any provision material breach of this Agreement; provided, however, that if it is possible for Agreement and has failed to remedy such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after of receipt of such noticewritten notice identifying the breach. The termination is not a sole and exclusive remedy and will not prejudice the rights and remedies of the non-breaching Party, then this Agreement shall continue in full force who will have all other rights and effectremedies available to it under law.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior by written notice to the other party hereto, if such other party shall have materially breached or defaulted in the performance event that the other shall commit any material breach of any provision of this Agreement; providedits obligations hereunder and shall fail to cure such material breach within ninety (90) days after being called upon in writing to do so, however, that if it is possible for such breach or default termination to be cured and effective only upon the non-breaching party receiving such giving written notice of termination shall to the breaching party after failure of the breaching party to cure such material breach or default within thirty such ninety (30) days after receipt of such notice, then this Agreement shall continue in full force and effect90)-day period.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party Party may have, the right to terminate this Agreement on thirty (30) days’ prior Agreement, effective immediately upon written notice to the other party heretoParty, if such the other party shall have materially breached or defaulted Party breaches this Agreement in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default material respect and fails to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such noticewritten notice specifying the nature of the breach. In addition, then Ivalua may immediately terminate this Agreement shall continue Agreement, or at its option, immediately suspend its efforts hereunder, if Customer breaches any provision in full force and effectSection 3 or Section 7 of this Agreement.

Termination for Breach. Either If either party hereto materially breaches any of its obligations under this Agreement, the other party shall havehave the right, in addition without prejudice to any other rights and remedies such party it may have, the right at any time thereafter to terminate this Agreement on upon at least thirty (30) days’ prior written notice to the other party heretothereto, if provided that for any such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; providedcurable breach, however, that if it is possible for such breach or default to be has not been cured and is continuing at the end of the relevant notice period. Such termination shall automatically become effective unless the breaching party receiving completely remedies such breach within such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectperiod.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate If either Party materially breaches this Agreement on thirty (30) days’ prior written notice to the other party heretoat any time, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for has not cured such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such noticewritten notice thereof from the other Party, then the non-breaching Party shall have the right to terminate this Agreement effective upon written notice thereof to the other Party, whereupon the provisions of Section 8.5 below shall continue in full force and effectapply.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty (30) days’ prior written notice to in the other party hereto, if such event the other party shall have materially breached or defaulted in the performance of any provision of this Agreement; providedits material obligations hereunder, however, that if it is possible and such default shall have continued for one hundred twenty (120) days after written notice thereof was provided to the breaching party by the non-breaching party. Any termination shall become effective at the end of such one hundred twenty (120) day period unless the breaching party (or any other party acting on its behalf) has cured any such breach or default prior to be cured and the party receiving such notice expiration of termination shall cure such breach or default within thirty the one hundred twenty (30120) days after receipt of such notice, then this Agreement shall continue in full force and effectday period.

Termination for Breach. Either party hereto Should either Party should fail to fulfill its obligations under this Agreement, the other Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior written notice to in whole or in part, by giving the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within defaulting Party thirty (30) days after receipt written notice prior to the effective date of such notice, then termination. The defaulting Party shall have thirty (30) days to cure such breaches or defaults. The failure to cure such breaches or defaults within the stated period of time shall entitle the non-breaching Party to terminate this Agreement shall continue in full force and effectat the end of such period.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party Party may have, the right to terminate this Agreement on thirty (30including all SOWs) days’ prior immediately upon written notice to in the event that the other party hereto, if such other party shall have Party materially breached or defaulted breaches this Agreement and thereafter (a) in the performance case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice thereof; or (b) has failed to cure any provision of this Agreement; provided, however, that if it is possible for such other material breach (or default to be cured and the party receiving such notice of termination shall commence diligent efforts to cure such breach or default that are reasonably acceptable to the terminating Party) within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effectreceiving written notice thereof.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, Party will have the right to terminate this Agreement on in whole or in part upon providing thirty (30) days’ prior written notice to the other party heretoParty, if such other party shall have materially breached or defaulted in the performance of any provision of event the other Party materially breaches this Agreement; provided, however, that if it is possible for Agreement and fails to correct such breach or default to be cured and the party receiving within such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then this Agreement shall continue in full force and effect.thirty

Termination for Breach. Either party hereto In the event that either Party defaults or breaches any material term of this Agreement on its part to be performed or observed, the other Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on by giving thirty (30) days’ prior written notice to the other party hereto, if such other party shall have materially breached or defaulted defaulting Party in the performance case of any provision a breach of this Agreement; provided, however, that in the case of a default or breach capable of being cured, if it is possible for such breach or default to be cured and the party receiving such notice of termination said defaulting Party shall cure the said default or breach within such breach or default within thirty (30) days after receipt of such noticethe said notice shall have been given, then this Agreement the said notice shall continue in full force and effectnot be effective.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior by written notice to if the other party hereto, if such other party shall have materially breached or defaulted in the performance of any provision of breaches this Agreement; provided, however, that if it is possible for such breach or default Agreement and has failed to be cured and the party receiving such notice of termination shall cure such breach or default within thirty sixty (3060) days after of receipt of written notice from the nonbreaching party describing such notice, then default and its intention to terminate this Agreement shall continue in full force and effectAgreement.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, the right to terminate this Agreement on thirty sixty (3060) days’ prior days written notice to the other party hereto, if such the other party shall have materially breached is in default or defaulted in the performance breach of any provision of this Agreement; material provision, provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cures or diligently commences to cure such the breach or default within thirty such sixty (3060) days after receipt of such noticeday period, then this Agreement shall continue in full force and effect. Failure to terminate this Agreement for any default or breach shall not constitute a waiver by the aggrieved party of its right to terminate the Agreement for any other default or breach.

Termination for Breach. Either party hereto shall haveParty may, in addition to any other rights and remedies such party may haveat its option, the right to terminate this Agreement on thirty (30) days’ prior in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the other party heretobreaching Party, if such other party shall have materially breached or defaulted in specifically identifying the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving breaches on which such notice of termination shall is based. The breaching Party will have a right to cure such breach or default within thirty (30) days after of receipt of such notice, then and this Agreement shall continue terminate in full force and effectthe event that such cure is not made within such thirty (30) day period. Any violation of Section 2.3 shall be regarded as a material breach of this Agreement.

Termination for Breach. Either If a party breaches this Agreement, including any document that this Agreement references as being attached hereto or incorporated herein by reference, the other party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty (30) days’ prior by providing written notice to the other party heretoof termination, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be has not been cured and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after following receipt of such notice, then this Agreement written notice of the breach. The non-breaching party shall continue in full force and effectnot be obligated to pay for the breaching party’s time or resources to cure any breach.

Termination for Breach. Either party hereto shall havemay, in addition to any other rights and remedies such party may haveat its option, the right to terminate this Agreement on thirty (30) days’ prior or any Order or SOW in the event of a material breach by the other party. Such termination may be effected only through a written notice to the other party heretobreaching party, if such other party shall have materially breached or defaulted in specifically identifying the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving breaches on which such notice of termination shall is based. The breaching party will have a right to cure such breach or default breaches within thirty (30) days after of receipt of such notice, then and this Agreement shall continue will terminate in full force and effectthe event that such cure is not made within such thirty (30)-day period.

Termination for Breach. Either party hereto shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty and the License granted herein in the event the other party fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within one hundred and twenty (30120) days’ prior days after written notice to the other party heretoparty. Upon such termination, if such other party shall have materially breached or defaulted in the performance of any provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured all earned and the party receiving such notice of termination shall cure such breach or default within thirty (30) days after receipt of such notice, then unpaid charges payable under this Agreement shall continue in full force become immediately due and effectpayable.

Termination for Breach. Either party hereto shall haveExcept as otherwise provided in this Agreement, in addition to any other rights and remedies such party either Party may have, the right to terminate this Agreement on thirty (30) days’ prior upon written notice to the other party heretoParty, if such other party shall have materially breached Party breaches or defaulted in the performance of defaults under any provision of this Agreement; providedmaterial term, howevercovenant, that if it is possible for such breach or default condition hereunder and fails to be cured and the party receiving such notice of termination shall cure such material breach or default within thirty (30) days after receipt of such notice, then receiving written notice thereof from the non-breaching Party. Any termination under this Agreement Section 6.2 shall continue in full force and effectbe without prejudice to any other rights or remedies available to the terminating Party.

Termination for Breach. Either party hereto Each Party shall have, in addition to any other rights and remedies such party may have, have the right to terminate this Agreement on thirty upon forty-five (3045) days’ prior written notice to the other party hereto, Party if such other party shall have Party materially breached or defaulted in the performance of breaches any provision or obligation of this Agreement; provided, however, that if it is possible for Agreement and the breaching Party has not cured such breach or default to be cured and within the party receiving such notice of termination shall cure such breach or default within thirty forty-five (3045) days after receipt of such notice, then this Agreement shall continue in full force and effectfollowing detailed written notice describing the breach.