Common use of Supplier Default Clause in Contracts

Supplier Default. The obligations to purchase Product under this Agreement may be terminated by Buyer if any one or more of the following events occur (each a "Supplier Default"): (a) If Supplier files a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law, or if any involuntary petition under such law is filed against Supplier and is not dismissed within thirty (30) days thereafter; then, so long as any such event is continuing, Buyer may by notice in writing to Supplier terminate its obligations to purchase all or a portion of Product forthwith; (b) If Supplier makes an assignment of all or substantially all of its assets for the benefit of creditors, or if Supplier's interest under this Agreement shall be taken upon execution; (c) If Supplier fails to perform any material covenant or material obligation including, but not limited to, the payment of any amounts due to Buyer; provided, however, that no termination shall be made hereunder unless and until Buyer gives Supplier notice of such failure to perform and Supplier has not cured such failure within thirty (30) days after its receipt of such notice, or ten (10) days in the case of failure to make payment of any amounts due to Buyer; or (d) There is a change of ownership or control of Supplier or Supplier transfers its interest in the Plant to a third party (in either case, other than to an Affiliate of Supplier), or if Bunge Corporation terminates its guaranty provided below; provided, however, that Buyer's exclusive remedy upon the occurrence of such an event in the absence of Buyer's prior written consent to any such event (and without limiting Buyer's remedies in the event of any other Supplier Default) shall be limited to the right to terminate this Agreement.

Supplier Default. The Notwithstanding the foregoing, Ottobock’s purchase obligations to purchase Product under this Agreement may shall be terminated by Buyer if excused, suspended, and/or delayed, upon any one or more of the following events occur (each a "Supplier Default"): conditions: (a) If Supplier files the Products are found to be manufactured outside of required manufacturing specifications or are otherwise unsafe or unsatisfactory for end-customers; (b) there has been a petition for adjudication as a bankruptmaterial and valid claim or claims by an end-customer, for reorganization or for an arrangement under any bankruptcy or insolvency lawgovernment agency, or if any involuntary petition under such law regulatory body that the Products are not fit or compliant for offering, marketing, sale or distribution; (c) there has been a material claim or claims of intellectual property infringement by a third-party seeking the ceasing of the distribution of the Products by either Supplier or Ottobock, that has been filed in court or is filed against affirmed as legitimate by the reasonable opinion of Supplier’s intellectual property counsel, (d) there has been a material change in or removal of the reimbursement for the Products by public or private payors or reimbursement received from Exclusive Customers, (e) Supplier and is has not dismissed within thirty obtained CE ▇▇▇▇ registration for the Products by December 31, 2017,or (30f) days thereafter; then, so long as any such event is continuing, Buyer may by notice in writing to Supplier terminate has otherwise breached its obligations to purchase all or Manufacture in a portion of Product forthwith; manner constituting a material breach under Section 9.2(a) below (b) If each, a “Supplier makes an assignment of all or substantially all of its assets for the benefit of creditors, or if Supplier's interest under this Agreement shall be taken upon execution; (c) If Supplier fails to perform any material covenant or material obligation including, but not limited to, the payment of any amounts due to Buyer; provided, however, that no termination shall be made hereunder unless and until Buyer gives Supplier notice of such failure to perform and Supplier has not cured such failure within thirty (30) days after its receipt of such notice, or ten (10) days in the case of failure to make payment of any amounts due to Buyer; or (d) There is a change of ownership or control of Supplier or Supplier transfers its interest in the Plant to a third party (in either case, other than to an Affiliate of SupplierDefault”), or if Bunge Corporation terminates its guaranty provided below; provided, however, that Buyer's exclusive remedy upon the occurrence of such an event in the absence of Buyer's prior written consent to any such event (and without limiting Buyer's remedies in . In the event of any other a Supplier Default) , the Parties shall meet to discuss the potential solution or resolution to the condition, and during the time of resolution or remediation of the condition, the minimum purchase requirements shall be limited excused, reduced and/or suspended, pending the resolution of the condition, and then after such resolution to the right to terminate mutual satisfaction of the Parties, the minimum purchase requirements shall continue as appropriately adjusted. In the event Parties mutually agree that the condition of Supplier Default cannot be resolved within ninety (90) days of discovery and notice, then it shall be reason for immediate termination under Section 9.2(g) of this Agreement.

Supplier Default. The In addition to any other rights or remedies available to Buyer at law or in equity, the obligations to purchase Product under this Agreement may be terminated by Buyer if any one or more of the following events occur (each a "Supplier Default"): (a) If Supplier files a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law, or if any involuntary petition under such law is filed against Supplier and is not dismissed within thirty (30) days thereafter; then, so long as any such event is continuing, Buyer may by notice in writing to Supplier terminate its obligations to purchase all or a portion of Product forthwith; (b) If Supplier makes an assignment of all or substantially all of its assets for the benefit of creditors, or if Supplier's interest under this Agreement shall be taken upon execution; (c) If Supplier fails to perform any material covenant or material obligation including, but not limited to, the payment of any amounts due to Buyer; provided, however, that no termination shall be made hereunder unless and until Buyer gives Supplier notice of such failure to perform and Supplier has not cured such failure within thirty (30) days after its receipt of such notice, or ten (10) days in the case of failure to make payment of any amounts due to Buyer; or (d) There is a change of ownership or control of Supplier or Supplier transfers its interest in the any Approved Plant to a third party (in either case, other than to an Affiliate of Supplier), or if Bunge Corporation terminates its guaranty provided below; provided, however, that if, and only if, Supplier provides Buyer with at least six (6) months prior written notice of such change of ownership or control or transfer (which written notice shall be a joint written notice signed by Buyer and the proposed transferee certifying that Supplier and the proposed transferred have entered into a binding agreement for such change of ownership or control or transfer), Buyer's exclusive remedy upon the occurrence of such an event in the absence of Buyer's prior written consent to any such event (and without limiting Buyer's remedies in the event of any other Supplier Default) shall be limited to the right to terminate this Agreement.