Termination for Uncured Material Breach. If a Party believes that another is in material breach of this Agreement (including any material breach of a representation or warranty made in this Agreement), then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party acting reasonably will identify the actions or conduct that such Party would consider as an acceptable cure of such breach. The allegedly breaching Party shall have thirty (30) days to cure such breach, except that, if the allegedly breaching Party disputes in good faith the existence of a material breach, the thirty (30) day cure period will be tolled until such time as the dispute is resolved by the Parties pursuant to Section 13.1. If the Party receiving notice of breach fails to cure such breach within the thirty (30) day period (as may be tolled by the foregoing sentence), then the Party originally delivering the notice may terminate this Agreement by providing at least thirty (30) days advance written notice to all other Parties including the allegedly breaching Party (the “Subsequent Termination Notice”).
Termination for Uncured Material Breach. If a Party has given notice of a material breach under Section 9.3.1 above, and the other Party agrees or admits that it materially breached (or otherwise does not dispute that such breach occurred), or is held under the dispute resolution provisions to have materially breached, the Agreement, and such other Party does not cure such breach, if potentially curable, within the time period for cure as provided in Section 9.3.1 (or, if such breach cannot be rectified within such period, if such Party does not commence actions to rectify such breach within such period and thereafter diligently pursue such actions), then the non-breaching Party may terminate this Agreement solely with respect to the Product or country or countries to which such material breach relates (provided that if such termination is with respect to any country in the EU, it shall be with respect to all of the EU). ***Confidential Treatment Requested
Termination for Uncured Material Breach. In addition to the separate termination rights set forth in Sections 9.2(a) and 9.2(b), each Party shall have the unilateral right to terminate this Agreement at any time during its Term by providing written notice to that effect if the other Party is in material breach of one or more of its obligations hereunder and has not cured such breach within [*] days after the date of such notice. In the event of a good faith dispute with respect to the existence of a material breach covered by this section, the cure period shall be tolled until such time as the dispute is resolved pursuant to Section 12.1 and the Party seeking to terminate shall only have the right to do so if the dispute is resolved in such Party’s favor.
Termination for Uncured Material Breach. Either Party may terminate this Agreement for cause at any time during the Term by giving written notice to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material breach remains uncured for *** days (or *** days for any payment breach) from the date of receipt of such notice by the breaching Party; provided, however, that if any breach is not reasonably curable within *** days and if the breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties in order to permit the breaching Party a reasonable period of time to cure such breach. If the breaching Party disputes in good faith that it has materially breached one of its obligations under this Agreement, termination shall not take effect pending resolution of such dispute pursuant to Section 11.13 so long as Commercialization of Genotropin Products and Licensed Products continues in at least all countries in which Commercialization was ongoing as of the date of receipt of written notice of breach by the breaching Party. If, as a result of the application of such dispute resolution procedures, the breaching Party is determined to be in material breach of one or more of its obligations under this Agreement, then if the breaching Party fails to complete the actions specified to cure such breach within *** days (or *** days for any payment breach) after such ruling, then the complaining Party may terminate this Agreement upon written notice to the breaching Party.
Termination for Uncured Material Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within sixty (60) days from the date of such notice (thirty (30) days for payment-related breaches); provided, that if any alleged breach by VYNE relates solely to a Product, then Tay may exercise its rights under this Section 13.3 solely with respect to such Product, as applicable; provided, further, that, such cure period shall be extended for up to an additional sixty (60) days upon the breaching Party providing a written plan that reasonably demonstrates the need for such additional time and continuing to use Commercially Reasonable Efforts to cure such breach. If either Party disputes (a) whether such material breach has occurred, or (b) whether the defaulting Party has cured such material breach, the Parties shall promptly resolve the dispute under Section 14.2. During the pendency of such a dispute, all of the terms and conditions of this Agreement remain in effect and the Parties shall continue to perform all of their respective obligations hereunder.
Termination for Uncured Material Breach. Each Party shall have the right to terminate this Agreement, upon written notice to the other as a result of a material breach of this Agreement by the other Party that is not cured by the breaching Party within sixty (60) days (twenty (20) business days in the event of an undisputed payment default) following written notice of such breach by the non-breaching Party.
Termination for Uncured Material Breach. If a Party materially breaches this Agreement, the non-breaching Party may provide written notice of such material breach, and may immediately terminate this Agreement if such breach is not cured within forty-five (45) days after delivery of such written notice. It is agreed and understood between the Parties that any use of the Devices by GHS or by any GHS-Related Party outside of the Field shall constitute a material breach of this Agreement, and that such material breach on behalf of a GHS-Related Party may only be cured by payment of the liquidated damages fee and/or (at Cytori’s election) the termination of such GHS-Related Party’s rights specified in Section 5. Repeated violations of the use limitations set forth herein by GHS and/or by any GHS Related Party(ies) may be deemed incurable by Cytori at any time.
Termination for Uncured Material Breach. (a) Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) business days after receiving written notice thereof; provided that if such termination for breach is disputed, no such termination shall be effective unless and until determined by Mediation pursuant to Section 12. Provided further than in the event the Licensee is found to have materially breached this Agreement and has failed to cure such breach, the Licensor may only terminate the Licensee's rights with respect to the jurisdictions within the Territory in which such breach has occurred ("Terminated Jurisdiction(s)"), and this Agreement shall continue in full force and effect with respect to the remainder of the Territory. Upon any such termination, the definition of Territory shall be deemed amended to remove the Terminated Jurisdiction(s).
Termination for Uncured Material Breach. If either party is in material breach of any material provision of this Agreement and if such breach is not cured within ninety (90) days (or in the case of non-payment of undisputed amounts, thirty (30) days) after receiving written notice from the other party with respect to such breach detailing the alleged breach and stating explicitly that the writing is a notice under this Section 15.4, the non-breaching party shall have the right to terminate this Agreement by giving written notice to the party in breach. The parties agree and acknowledge that any material breach by ZKC or Theraclone of their respective diligence obligations in Section 7 shall be deemed to be a material breach of a material provision of this Agreement. Termination under this Section 15.4, if disputed by the non-terminating party, shall not be effective until the dispute or contest is resolved under Article 12, and then only if the arbitrator finds that the termination is proper.
Termination for Uncured Material Breach. Licensor may terminate this Agreement if Licensee does not cure its intentional or negligent material breach of this Agreement within sixty (60) days of receiving written notice of the material breach from Licensor. Licensor may immediately terminate after the expiration of the sixty (60) day period, if Licensee fails to cure such a material breach.
