Common use of Default Termination and Suspension Clause in Contracts

Default Termination and Suspension. The occurrence of any one or more of the following events shall constitute an Event of Default by a Party hereunder: (a) A Party makes a general assignment for the benefit of its creditors, is generally unable to pay its debts as they become due, or becomes the subject of any voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding under any Applicable Laws and, in the case of an involuntary proceeding instituted against a Party by a third party, the proceeding is not dismissed or stayed within forty-five (45) days after it is commenced; (b) With regard to Buyer, ▇▇▇▇▇ fails to pay to Siemens any required payment, which failure continues for ten (10) days after receipt of written notice thereof from Siemens; (c) A Party has made a material misrepresentation under the Agreement that is likely to have a material adverse effect on its ability to perform its obligations hereunder, and such representation is not made true within thirty (15) days after receipt of written notice thereof from the other Party; or (d) A Party is otherwise in material default of any provision of this Agreement or has materially failed to perform its obligations under this Agreement, provided that if such material default of this Agreement or material failure to perform this Agreement can be cured within a commercially reasonable timeframe, the defaulting Party shall be permitted such period of time within which to accomplish such cure, so long as the Party commences such cure efforts within thirty (30) days after written notice from the other Party and thereafter diligently proceeds to complete such cure within such time period. Upon the occurrence and during the continuation of any Event of Default hereunder, the non-defaulting Party, in addition to its right to pursue any other remedy given under the Agreement, shall have the right to terminate this Agreement upon not less than five (5) days prior written notice to the defaulting Party (a “Termination for Cause”). A Termination for Cause shall be effective upon the sixth (6th) day following delivery of the notice with respect thereto.