Common use of TERMINATION/FORCE MAJEURE Clause in Contracts

TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party will have the right to terminate this Agreement or, if applicable, the affected Supplement, by written notice following the expiration of any periods of time included in the following, such termination to be effective on the date set forth in the written notice of termination: (a) If Carrier terminates any Supplement at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within thirty (30) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or deny access by Carrier to the affected Product immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or (d) A Party consents to, or fails to contest, the institution of a petition or other application of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days. 11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liability, and MFN's sole remedy, hereunder. 11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Section 5.2 of these General Terms and Conditions, and MFN has not notified Carrier in writing within thirty (30) days after the occurrence of such modification, termination or discontinuance that MFN will provide replacement Product or capacity as provided in Section 5.2, then and thereafter Carrier has the right, exercisable in its sole discretion, to terminate the applicable Supplement with respect to the affected Product upon thirty (30) days prior written notice (or such other notice as is practicable under the circumstances) without liability whatsoever by Carrier to MFN or any party claiming by, through or under MFN. 11.4 Neither Party will be in breach of this Agreement resulting from delay or prevention of performance of such Party which is caused by any act attributable to an occurrence or an event of "Force Majeure" as defined herein. Neither party will, however, be relieved of liability for failure of performance due to a claimed Force Majeure hereunder if such failure is due to causes arising out of its own negligence or to removable or remedial causes that it fails to remove or remedy using commercially reasonable efforts and within a reasonable period of time. In an event of Force Majeure occurs and is continuing for a period in excess of thirty (30) days and results in Carrier's inability to utilize any Product, either party will have the right to terminate the Supplement relating to the affected Product and neither party shall have any liability to the other with respect to such affected Product or such termination.

TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party (if MFN) will have the right to deny access by Carrier to the Product or Network and (if either Party) to terminate this Agreement or, if applicable, the affected Supplement, by written notice following the expiration of any periods of time included in the following, such termination to be effective in the on the date set forth in the written notice of termination: (a) If Carrier terminates any Supplement Product Order at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails falls to make any payment hereunder within thirty five (305) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or this Agreement and deny access by Carrier to the affected Product or Network immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, or if MFN's failure is failure to complete construction, installation, and successful fiber acceptance and testing by the Estimated Installation Completion Date, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or (d) A Party consents to, or fails to contest, the institution of a petition or other application of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days. 11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liability, and MFN's sole remedy, hereunder. 11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Section 5.2 of these General Terms and Conditions, and MFN has not notified Carrier in writing within thirty (30) days after the occurrence of such modification, termination or discontinuance that MFN will provide replacement Product or capacity as provided in Section 5.2, then and thereafter Carrier has the right, exercisable in its sole discretion, to terminate the applicable Supplement with respect to the affected Product upon thirty (30) days prior written notice (or such other notice as is practicable under the circumstances) without liability whatsoever by Carrier to MFN or any party claiming by, through or under MFN. 11.4 Neither Party will be in breach of this Agreement resulting from delay or prevention of performance of such Party which is caused by any act attributable to an occurrence or an event of "Force Majeure" as defined herein. Neither party will, however, be relieved of liability for failure of performance due to a claimed Force Majeure hereunder if such failure is due to causes arising out of its own negligence or to removable or remedial causes that it fails to remove or remedy using commercially reasonable efforts and within a reasonable period of time. In an event of Force Majeure occurs and is continuing for a period in excess of thirty (30) days and results in Carrier's inability to utilize any Product, either party will have the right to terminate the Supplement relating to the affected Product and neither party shall have any liability to the other with respect to such affected Product or such termination.

TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party (if MFN) will have the right to deny access by Carrier to the Product or Network and (if either Party) to terminate this Agreement or, if applicable, the affected Supplement, by written notice following the expiration of any periods of time included in the following, such termination to be effective in the on the date set forth in the written notice of termination: (a) If Carrier terminates any Supplement at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within thirty five (305) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or deny access by Carrier to the affected Product or Network immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, up to a maximum of one hundred and twenty (120) days provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or (d) A Party consents to, or fails to contest, the institution of a petition or other application petition, application, answer, consent, default of otherwise of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days. 11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and or before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liabilityOrder, and MFN's sole remedy, hereunderto offset any remaining portion of the Prepaid Lease Payment against any sums otherwise due and payable by Carrier to MFN pursuant to this Agreement. 11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Section 5.2 of these General Terms and Conditions, and MFN has not notified Carrier in writing within thirty sixty (3060) days after the occurrence of such modification, termination or discontinuance that MFN will provide replacement additional or substitute Product or capacity as provided in Section 5.2, then and thereafter Carrier either party has the right, exercisable in its sole discretion, to terminate the applicable Supplement with respect to the affected Product upon thirty (30) days prior written notice (or such other notice as is practicable under the circumstances) without liability whatsoever by Carrier either Party to MFN the other Party or any party claiming by, through or under MFNsuch other Party other than the return to Carrier, of the unamortized portion of any Prepaid Lease Payment as of the date of such termination as provided in Section 5.2. 11.4 Neither Party will be in breach of this Agreement resulting from delay or prevention of performance of such Party which is caused by any act attributable to an occurrence or an event of "Force Majeure" as defined herein. Neither party will, however, be relieved of liability for failure of performance due to a claimed Force Majeure hereunder if such failure is due to causes arising out of its own negligence or to removable or remedial causes that it fails to remove or remedy using commercially reasonable efforts and within a reasonable period of time. In an event of Force Majeure occurs and is continuing for a period in excess of thirty (30) days and results in Carrier's inability to utilize any Product, either party will have the right to terminate the Supplement relating to the affected Product and neither party shall have any liability to the other with respect to such affected Product or such termination.

TERMINATION/FORCE MAJEURE. 11.1 If 8.1 The occurrence of any of the following events of will be deemed to be, and shall be treated as, a default occur, under this Agreement and just cause for its termination by the non-defaulting party, which termination shall be effective upon notice given in accordance with Section 10 hereof, and/or, at Company's option, if Company is the non-defaulting party, abatement by Company or reimbursement to Company of the compensation to be paid by Company pursuant to this Agreement or previously paid but unearned: (a) Breach or failure by either party in the due observance or performance of any material term, covenant, warranty, representation or agreement contained in this Agreement, which breach or failure continues unremedied or uncorrected for a period of ten days after written notice thereof from the nonbreaching party, which notice specifies such breach or failure in reasonable detail and requires it to be remedied; provided that, such ten-day period shall be extended if (i) such breach or failure is not capable of being remedied within such ten-day period, (ii) the breaching Party party has diligently and in good faith commenced efforts to remedy the same within such ten-day period, and (iii) such breach or failure is remedied within 30 days after such notice. (b) Either party shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such party seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee or other similar official for said party or for any substantial part of its property, and such proceeding shall not have been dismissed within ninety (90) days; or either party shall take any action to authorize any of the actions set forth above in this subsection. (a) The provisions of this Agreement are binding upon the parties hereto except where performance by a party, or the ability to achieve the material purposes set forth in Section 1.3(a), is prevented, delayed or interfered with by causes beyond the reasonable control of the non-performing party, including, without limitation, riot, war or hostilities between nations, governmental action (other than action taken in response to Operator's or Company's violation of any law or governmental regulation, in which case the party at fault shall not be permitted to claim the benefit of this Section 8.2), acts of God, mechanical or equipment failures caused by foreign objects, fire, accidents, strikes or adverse weather conditions (collectively, force majeure) provided however, that force majeure shall not include mechanical or equipment failures (other than as provided above) or unavailability of flight crew or ground crew personnel unless attributable to act(s) of God. (b) The party affected by force majeure shall give notice to the other party of said force majeure event promptly after the occurrence thereof, stating therein the nature of the suspension of performance and reasons therefor. Such party shall use its best efforts to resume performance as soon as reasonably possible. Upon restoration of the affected party's ability to perform its obligations hereunder, the affected party will give immediate notice to the other party. (c) If a force majeure condition which prevents a party's performance hereunder shall continue for a period of 60 days, and after such 60 day period there shall be no reasonable prospect for the prompt cure thereof despite the best efforts of the affected party to cure the same, then either party shall have the right to terminate this Agreement or, if applicable, in its entirety upon 30 days' prior notice to the affected Supplement, by written notice following the expiration of any periods of time included in the following, other party; provided that such termination to shall be effective on as of the date set forth in on which the written notice of termination: (a) If Carrier terminates any Supplement at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment non-performing party ceased performing hereunder within thirty (30) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or deny access by Carrier to the affected Product immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or (d) A Party consents to, or fails to contest, the institution of a petition or other application of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days. 11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liability, and MFN's sole remedy, hereunder. 11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Section 5.2 of these General Terms and Conditions, and MFN has not notified Carrier in writing within thirty (30) days after the occurrence of such modification, termination or discontinuance that MFN will provide replacement Product or capacity as provided in Section 5.2, then and thereafter Carrier has the right, exercisable in its sole discretion, to terminate the applicable Supplement with respect to the affected Product upon thirty (30) days prior written notice (or such other notice as is practicable under the circumstances) without liability whatsoever by Carrier to MFN or any party claiming by, through or under MFN. 11.4 Neither Party will be in breach of this Agreement resulting from delay or prevention of performance of such Party which is caused by any act attributable to an occurrence or an event of "Force Majeure" as defined herein. Neither party will, however, be relieved of liability for failure of performance due to a claimed Force Majeure hereunder if force majeure condition, and upon such failure is due to causes arising out termination (i) Operator shall return any payments advanced but unearned as of its own negligence or to removable or remedial causes that it fails to remove or remedy using commercially reasonable efforts the termination date, (ii) Company shall make any payments earned but not paid as of such termination date, and within a reasonable period of time. In an event of Force Majeure occurs and is continuing for a period in excess of thirty (30iii) days and results in Carrier's inability to utilize any Product, either party will have the right to terminate the Supplement relating to the affected Product and neither party hereto shall have any further liability or obligation whatsoever to the other, other with respect than under the terms of those provisions which specifically survive the termination of this Agreement. 8.3 Notwithstanding anything to such affected Product the contrary in this Agreement, if during the Term it becomes necessary to cancel operations pursuant to this Agreement due to the inability of Operator to maintain necessary permits or such termination.authorizations from the

TERMINATION/FORCE MAJEURE. 11.1 If 10.1 The occurrence of any of the following events of will be deemed to be, and shall be treated as, a default occur, under this Agreement and just cause for its termination by the non-defaulting party, which termination shall be effective upon notice given in accordance with Section 13 hereof, and/or, at Company's option, if Company is the non-defaulting party, abatement by Company or reimbursement to Company of the compensation to be paid by Company pursuant to this Agreement or previously paid but unearned: (a) Breach or failure by either party in the due observance or performance of any material term, covenant, warranty, representation or agreement contained in this Agreement, which breach or failure continues unremedied or uncorrected for a period of ten days after written notice thereof from the non- breaching Party party, which notice specifies such breach or failure in reasonable detail and requires it to be remedied; provided that, such ten-day period shall be extended if (i) such breach or failure is not capable of being remedied within such ten-day period, (ii) the breaching party has diligently and in good faith commenced efforts to remedy the same within such ten-day period, and (iii) such breach or failure is remedied within 30 days after such notice. (b) Either party shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such party seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee or other similar official for said party or for any substantial part of its property, and such proceeding shall not have been dismissed within ninety (90) days; or either party shall take any action to authorize any of the actions set forth above in this subsection. (a) The provisions of this Agreement are binding upon the parties hereto except where performance by a party, or the ability to achieve the material purposes set forth in Section 1.3(a), is prevented, delayed or interfered with by causes beyond the reasonable control of the non-performing party, including, without limitation, riot, war or hostilities between nations, governmental action (other than action taken in response to Operator's or Company's violation of any law or governmental regulation, in which case the party at fault shall not be permitted to claim the benefit of this Section 10.2), acts of God, mechanical or equipment failures caused by foreign objects, fire, accidents, strikes or adverse weather conditions (collectively, force majeure) provided however, that force majeure shall not include mechanical or equipment failures (other than as provided above) or unavailability of flight crew or ground crew personnel unless attributable to act(s) of God. (b) The party affected by force majeure shall give notice to the other party of said force majeure event promptly after the occurrence thereof, stating therein the nature of the suspension of performance and reasons therefor. Such party shall use its best efforts to resume performance as soon as reasonably possible. Upon restoration of the affected party's ability to perform its obligations hereunder, the affected party will give immediate notice to the other party. (c) Subject to Section 5.1 (a), if a force majeure condition which prevents a party's performance hereunder shall continue for a period of 60 days, and after such 60 day period there shall be no reasonable prospect for the prompt cure thereof despite the best efforts of the affected party to cure the same, then either party shall have the right to terminate this Agreement orin its entirety upon 30 days' prior notice to the other party; provided that such termination shall be effective as of the date on which the non-performing party ceased performing hereunder due to a force majeure condition, and upon such termination (i) Operator shall return any payments advanced but unearned as of the termination date, (ii) Company shall make any payments earned but not paid as of such termination date, and (iii) neither party hereto shall have any further liability or obligation whatsoever to the other, other than under the terms of those provisions which specifically survive the termination of this Agreement. 10.3 Notwithstanding anything to the contrary in this Agreement, if applicableduring the Initial Period and Option Period, if any, it becomes necessary to cancel operations pursuant to this Agreement due to the affected Supplementinability of Operator to maintain necessary permits or authorizations from the FAA, by written notice following DOT or any other governmental agency having jurisdiction over the expiration of any periods of time included in the followingAirship or its use or operation, such termination to be effective on the date set forth in the written notice cancellation of termination: (a) If Carrier terminates any Supplement at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within thirty (30) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or deny access by Carrier to the affected Product immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged operations shall continue for a period of sixty 60 days, and after such 60-day period there shall be no reasonable prospect for the prompt cure thereof despite the best efforts of the Operator to remedy the same, then Company shall have the right after such 60 day period to terminate this Agreement in its entirety upon 30 days' notice to Operator, whereupon (60i) days; or Operator shall return any payments advanced but unearned as of the termination date, (dii) A Party consents toCompany shall make any payments earned but not paid as of such termination date, and (iii) neither party hereto shall have any further liability or fails obligation whatsoever to contestthe other, other than under the terms of those provisions which specifically survive the termination of this Agreement. If such condition is remedied within the aforementioned 60 day period, the institution of a petition or other application of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged Agreement shall continue in effect for a period of sixty (60) days. 11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution remainder of the Supplement Initial Period and before Option Period, if any, provided that the end Initial Period and Option Period, if any, shall be extended by the number of days during which such condition existed, and the respective obligations of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages parties shall be Carrier's sole liability, and MFN's sole remedy, hereunder. 11.3 abated for that same period. If any Authorization is modified, terminated an event or discontinued and not replaced as provided in Section 5.2 of these General Terms and Conditions, and MFN has not notified Carrier in writing within thirty (30) days after the occurrence of such modification, termination or discontinuance that MFN will provide replacement Product or capacity as provided in Section 5.2, then and thereafter Carrier has the right, exercisable in its sole discretion, to terminate the applicable Supplement circumstance which would otherwise constitute a default with respect to the affected Product upon thirty Company under Section 10.1 (30a) days prior written notice (or such other notice as also is practicable under the circumstances) without liability whatsoever subject to this Section 10.3, it shall be governed by Carrier to MFN or any party claiming by, through or under MFNthis Section 10.3 and will not constitute a default. 11.4 Neither Party will be in breach of this Agreement resulting from delay or prevention of performance of such Party which is caused by any act attributable to an occurrence or an event of "Force Majeure" as defined herein. Neither party will, however, be relieved of liability for failure of performance due to a claimed Force Majeure hereunder if such failure is due to causes arising out of its own negligence or to removable or remedial causes that it fails to remove or remedy using commercially reasonable efforts and within a reasonable period of time. In an event of Force Majeure occurs and is continuing for a period in excess of thirty (30) days and results in Carrier's inability to utilize any Product, either party will have the right to terminate the Supplement relating to the affected Product and neither party shall have any liability to the other with respect to such affected Product or such termination.

TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party (if MFN) will have the right to deny access by Carrier to the Product or Network and (if either Party) to terminate this Agreement or, if applicable, the affected Supplement, by written notice following the expiration of any periods of time included in the following, such termination to be effective in the on the date set forth in the written notice of termination: (a) If Carrier terminates any Supplement Product Order at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder which is not disputed in good faith and in writing within thirty five (305) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or this Agreement and deny access by Carrier to the affected Product or Network immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or (d) A Party consents to, or fails to contest, the institution of a petition or other application petition, application, answer, consent, default of otherwise of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days. 11.2 In the event of termination of a Supplement the Product Order by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and Product Order or before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liabilityOrder, and MFN's sole remedy, hereunderto offset any remaining portion of the Prepaid Lease Payment against any sums otherwise due and payable by Carrier to MFN pursuant to this Agreement. 11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Section 5.2 of these General Terms and Conditions, and MFN has not notified Carrier in writing within thirty (30) days after the occurrence of such modification, termination or discontinuance that MFN will provide replacement additional or substitute Product or capacity as provided in Section 5.2, then and thereafter Carrier either party has the right, exercisable in its sole discretion, to terminate the applicable Supplement Product Order with respect to the affected Product upon thirty (30) days prior written notice (or such other notice as is practicable under the circumstances) without liability whatsoever by Carrier either Party to MFN the other Party or any party claiming by, through or under MFNsuch other Party other than the return to Carrier, of the unamortized portion of any Prepaid Lease Payment as of the date of such termination as provided in Section 5.2. 11.4 Neither Party will be in breach of this Agreement resulting from delay or prevention of performance of such Party which is caused by any act attributable to an occurrence or an event of "Force Majeure" as defined herein. Neither party will, however, be relieved of liability for failure of performance due to a claimed Force Majeure hereunder if such failure is due to causes arising out of its own negligence or to removable or remedial causes that it fails to remove or remedy using commercially reasonable efforts and within a reasonable period of time. In an event of Force Majeure occurs and is continuing for a period in excess of thirty (30) days and results in Carrier's inability to utilize any Product, either party will have the right to terminate the Supplement relating to the affected Product and neither party shall have any liability to the other with respect to such affected Product or such termination.