Other Cases of Termination. Without compliance with the notice and cure provisions in Article 21.3, (but subject to compliance with the notice and cure provisions set forth in Article 21.2, this Offtake Supply Agreement may also be or shall be terminated: (i) In accordance with the terms of Article 4 (Conditions Precedent); (ii) In accordance with the terms of Article 5 (Pioneer Plant and Downstream Conversion); (iii) In accordance with the terms of Article 6 (New Plant); (iv) In accordance with the terms of Article 7 (Production; Quality); (v) In accordance with the terms of Article 10 (Order—Delivery); (vi) In accordance with the terms of Article 18 (Force Majeure); (vii) In accordance with the terms of Article 25 (Breach of Deadline Dates); (viii) In accordance with the terms of Article 29 (Change of Control); (ix) In accordance with the terms of Article 31 (Compliance with Sustainability Principles); (x) In the event of the termination of the Consortium Agreement (which, for the avoidance of doubt, does not include any Consortium Member withdrawing from the Consortium Agreement) prior to the Start Date under the conditions set forth therein, either Party may terminate this Offtake Supply Agreement upon written notice to the other Party; (xi) In the event that a Material Adverse Change with respect to a Party shall have occurred prior to the date of issuance of the first Order placed under this Offtake Supply Agreement, the other Party may terminate this Offtake Supply Agreement by written notice to such first-mentioned Party; (xii) In the event of the occurrence of a Bankruptcy Event with respect to a Party, the other Party may terminate this Offtake Supply Agreement by written notice to such first-mentioned Party; (xiii) In the event (a) of the occurrence of a Bankruptcy Event with respect to any Third Party Manufacturer, any Associated PET Supply Chain or – if applicable – any Associated PEF Supply Chain and such Bankruptcy Event constitutes a Material Adverse Change under this Offtake Supply Agreement and (b) despite their best efforts, the Supplier and the Supplier Affiliates are unable to retain a substitute Third Party Manufacturer, Associated PET Supply Chain, or Associated PEF Supply Chain, as the case may be, within [***] after the occurrence of such Bankruptcy Event, either Party may terminate this Offtake Supply Agreement upon written notice to the other Party; (xiv) In the event the Supplier fails to achieve any Long Stop Date, Danone may terminate this Offtake Supply Agreement upon written notice to the Supplier; (xv) If the Danone Affiliates shall fail to pay any amount due the Supplier or any Supplier Affiliate in excess of [***] USD in the aggregate and shall fail to cure such breach within [***] after written notice thereof by the Supplier or any Supplier Affiliate; provided, however, that this clause shall not apply to any amount that is being disputed in good faith; (xvi) Upon written notice by Danone to the Supplier, in the event the Supplier or any Supplier Affiliate pays the [***] or Liquidated Damages to Danone; or (xvii) Upon written notice by Danone to the Supplier in the event an Event of Default as defined in the Secured Promissory Note shall occur.
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Other Cases of Termination. 19.2.1 Without compliance with the notice and cure provisions in Article 21.3, 19.3 (but subject to compliance with the any notice and cure provisions set forth in Article 21.2the specified Articles), this Offtake Supply Agreement may also be terminated or shall be terminated, as the case may be:
(i) In in accordance with the terms of Article 4 (Conditions Precedent);
(ii) In in accordance with the terms of Article 5 (Pioneer Plant and Downstream ConversionPlant);
(iii) In in accordance with the terms of Article 6 (New Plant);
(iv) In in accordance with the terms of Article 7 (Production; Quality);
(v) In in accordance with the terms of Article 10 (Order—Delivery);
(vi) In in accordance with the terms of Article 18 16 (Force MajeureMajeure Events);
(vii) In accordance with the terms of Article 25 (Breach of Deadline Dates)19.2.2 Reserved;
(viii) In accordance with the terms of Article 29 (Change of Control);
(ix) In accordance with the terms of Article 31 (Compliance with Sustainability Principles);
(x) In the event of the termination of the Consortium Agreement (which, for the avoidance of doubt, does not include any Consortium Member withdrawing from the Consortium Agreement) prior to the Start Date under the conditions set forth therein, either Party may terminate this Offtake Supply Agreement upon written notice to the other Party;
(xi) In the event that a Material Adverse Change with respect to a Party shall have occurred prior to the date of issuance of the first Order placed under this Offtake Supply Agreement, the other Party may terminate this Offtake Supply Agreement by written notice to such first-mentioned Party;
(xii) 19.2.3 In the event of the occurrence of a Bankruptcy Event with respect to a Party, the other Party may terminate this Offtake Supply Agreement by written notice to such first-mentioned Party;. For the avoidance of doubt, the cure provisions of Article 19.3 shall not apply in the case of termination pursuant to this Article 19.2.4.
(xiii) 19.2.4 In the event (ai) of the occurrence of a Bankruptcy Event occurs with respect to any Third Party Manufacturer, any member of the Associated PET Supply Chain or – if applicable – any Associated PEF Supply Chain Chain, and (ii) such Bankruptcy Event constitutes a Material Adverse Change under this Offtake Supply Agreement Agreement, and (biii) despite their best efforts, the Supplier and the Supplier Affiliates Affiliate are unable to retain a substitute Third Party Manufacturer, member of the Associated PET Supply ChainChain within thirty (30) days after providing notice to Pepsi, or Associated PEF Supply Chainin accordance with Article 28.3, as the case may be, within [***] after of the occurrence of such Bankruptcy Event, either Party may terminate this Offtake Supply Agreement upon written notice to the other Party;.
(xiv) 19.2.5 In the event that the Supplier fails to achieve any Long Stop DateDate and has not remedied the failure within sixty (60) days, Danone Pepsi may terminate this Offtake Supply Agreement upon written notice to the Supplier;Supplier in accordance with Article 28.3.
(xv) If 19.2.6 In the Danone Affiliates shall fail event that Pepsi fails to pay any amount due to the Supplier or any Supplier Affiliate in excess of [***] USD in the aggregate and shall fail to cure such breach within [***] after written notice thereof by the Supplier or any Supplier Affiliate; provided, however, that this clause shall not apply to (other than any amount that is being disputed in good faith;
) and fails to cure such breach within thirty (xvi30) Upon days after written notice by Danone to the SupplierPepsi thereof, in the event accordance with Article 28.3, by the Supplier or any applicable Supplier Affiliate pays Affiliate, the [***] or Liquidated Damages to Danone; or
(xvii) Upon Supplier may terminate this Agreement upon written notice by Danone to the Supplier in the event an Event of Default as defined in the Secured Promissory Note shall occurPepsi.
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