Common use of Termination for cause by any Party Clause in Contracts

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 calendar days. In any such event the Executive's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive all of the amounts otherwise payable to the Executive under Article "4" hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party of the Parties hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of TerminationNOTICE OF TERMINATION" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 30ten-day period from such Notice of Termination being the "Effective Termination DateEFFECTIVE TERMINATION DATE" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 ten calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveExecutive Group's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Executive Group all of the amounts otherwise payable to the Executive under Article "4" hereinbelow will continue only until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 calendar days. In any such event the ExecutiveConsultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive Consultant all of the amounts otherwise payable to the Executive Consultant under Article "4" hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party Parties of such Party's ’s intention to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (herein also the end of such 30-day period from such Notice of Termination being the "“Effective Termination Date" herein”), and damages sought, if: (a) the other defaulting Party fails to cure a material breach of any provision of this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure sure said material breach); (b) the other defaulting Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure said willful non-compliance); (c) the other defaulting Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other defaulting Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 30 calendar days. In this regard, and in the event that either of the Companies terminates this Agreement at any such event time for cause by providing 30 calendar days’ prior written notice to the Executive's ongoing obligation Consultant with respect to provide either of Section 3.4(a) or 3.4(b) only herein, the General Services Company will continue only pay to the Consultant all of the amounts otherwise due or payable to the Consultant by the Company pursuant to Article 4 herein until the Effective Termination Date (the “Advance”); and which Advance may then be utilized by the Consultant to either cure or correct any material breach or willful non-compliance consequent thereon; failing which the Company shall continue may then offset or claim any such Advance as against any other amounts which may then be due and owing by the Company to the Consultant under the terms and conditions of this Agreement. In this regard, and in the event that the Consultant terminates this Agreement at any time for cause by providing 30 calendar days’ prior written notice to the Company with respect to either of Section 3.4(a)or (b) only herein, the Company will also pay to the Executive Consultant all of the amounts otherwise due or payable to the Executive under Consultant by the Company pursuant to Article "4" hereinbelow 4 herein until the Effective Termination DateDate as an Advance. In addition, and should it then be either agreed by the Company or determined by a court of competent jurisdiction that the Consultant had, in fact, appropriately terminated this Agreement for cause, the Company will then be obligated to provide and pay to the Consultant all of the amounts which comprise the Severance Package in the manner as set forth in Section 3.2 herein.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement This Contract may be terminated by any either Party hereto for cause at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the termination(the end of such 30ten-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (ai) the other Party fails to cure a material breach of any provision of this Agreement Contract within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (bii) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement Contract within 21 ten calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (ciii) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (div) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveCarter's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and date and, subject to the following, the Company shall continue to pay to the Executive ▇▇▇▇▇▇ all of the amounts otherwise payable to the Executive under Article "4" hereinbelow ▇▇▇▇▇▇ until the Effective Termination Date. In addition, and unless otherwise agreed or finally determined by arbitration in accordance with Article 12 hereinbelow, should the Effective Termination Date hereunder be prior to the end of the Initial Term, and should ▇▇▇▇▇▇ be determined to have breached this Contract, the cancellation of the remaining unexercised Option shall then be deemed to have occurred on the Effective Termination Date in the manner as set forth herein.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party of the Parties hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 30five-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 five calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveEmployee's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Executive Employee all of the amounts otherwise payable to the Executive Employee under Article "4" hereinbelow will continue until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party of the Parties hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 30ten-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 ten calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the Executive's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Executive all of the amounts otherwise payable to the Executive under Article "4" hereinbelow will continue only until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 3010-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveConsultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive Consultant all of the amounts otherwise payable to the Executive Consultant under Article "4" hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if:continued (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 five calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveConsultant's ongoing obligation to provide the General Consulting Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Executive Consultant all of the amounts otherwise payable to the Executive Consultant under Article "4" hereinbelow will continue until the Effective Termination Date. In this regard it is hereby acknowledged and agreed by the Parties hereto that, unless otherwise agreed to or finally determined by arbitration in accordance with Article "8" hereinbelow, should the Effective Termination Date hereunder be prior to the end of the Initial Term, the Consultant shall then be required to conduct a Return of the Residual Signing Warrants to the Company for cancellation in the manner as set forth in section "3.3" hereinabove.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party of the Parties hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 30five-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 five calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveConsultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive Consultant all of the amounts otherwise payable to the Executive Consultant under Article "4" hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's ’s intention to do so (the "“Notice of Termination" ” herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "“Effective Termination Date" ” herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 calendar days. In any such event the Executive's Consultant’s ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive Consultant all of the amounts otherwise payable to the Executive Consultant under Article "“4" ” hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's ’s intention to do so (the "“Notice of Termination" ” herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "“Effective Termination Date" ” herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 calendar days. In any such event the Executive's ’s ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive all of the amounts otherwise payable to the Executive under Article "“4" ” hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party of the Parties hereto at any time upon written notice to the other Party Parties of such Party's intention to do so (the "Notice of TerminationNOTICE OF TERMINATION" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination DateEFFECTIVE TERMINATION DATE" herein), and damages sought, if: (a) any of the other Party Parties fails to cure a material breach of any provision of this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 calendar days and the other Party is actively pursuing to cure said material breach); (b) any of the other Party Parties is willfully non-compliant in the performance of its respective duties under this Agreement within 21 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) any of the other Party Parties commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) any of the other Party Parties becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 five calendar days. In any such event the Executive's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive all of the amounts otherwise payable to the Executive under Article "4" hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party Parties of such Party's intention to do so (the "Notice of Termination" herein) at least 30 60 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being herein also the "Effective Termination Date" hereinEFFECTIVE TERMINATION DATE"), and damages sought, if: (a) the other defaulting Party fails to cure a material breach of any provision of this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure sure said material breach); (b) the other defaulting Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure said willful non-compliance); (c) the other defaulting Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other defaulting Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 30 calendar days. In this regard, and in the event that either of the Companies terminates this Agreement at any such event time for cause by providing 30 calendar days' prior written notice to the Executive's ongoing obligation Consultant with respect to provide either of Section 3.4(a) or 3.4(b) only herein, the General Services Company will continue only pay to the Consultant all of the amounts otherwise due or payable to the Consultant by the Company pursuant to Article 4 herein until the Effective Termination Date (the "ADVANCE"); and which Advance may then be utilized by the Consultant to either cure or correct any material breach or willful non-compliance consequent thereon; failing which the Company shall continue may then offset or claim any such Advance as against any other amounts which may then be due and owing by the Company to the Consultant under the terms and conditions of this Agreement. In this regard, and in the event that the Consultant terminates this Agreement at any time for cause by providing 30 calendar days' prior written notice to the Company with respect to either of Section 3.4(a)or (b) only herein, the Company will also pay to the Executive Consultant all of the amounts otherwise due or payable to the Executive under Consultant by the Company pursuant to Article "4" hereinbelow 4 herein until the Effective Termination DateDate as an Advance. In addition, and should it then be either agreed by the Company or determined by a court of competent jurisdiction that the Consultant had, in fact, appropriately terminated this Agreement for cause, the Company will then be obligated to provide and pay to the Consultant all of the amounts which comprise the Severance Package in the manner as set forth in Section 3.2 herein.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 30 ten calendar days prior to the effective date of any such termination (the end of such 30ten-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 ten calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 ten calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 ten calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 ten calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 ten calendar days. In any such event the Executive's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Executive all of the amounts otherwise payable to the Executive under Article "4" hereinbelow until the Effective Termination Date.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party Parties of such Party's ’s intention to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (herein also the end of such 30-day period from such Notice of Termination being the "“Effective Termination Date" herein”), and damages sought, if: (a) the other defaulting Party fails to cure a material breach of any provision of this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure sure said material breach); (b) the other defaulting Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure said willful non-compliance); (c) the other defaulting Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other defaulting Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 30 calendar days. In this regard, and in the event that either of the Companies terminates this Agreement at any such event time for cause by providing 30 calendar days’ prior written notice to the Executive's ongoing obligation Consultant with respect to provide either of Section 3.5(a) or (b) only herein, the General Services Company will continue only pay to the Consultant all of the amounts otherwise due or payable to the Consultant by the Company pursuant to Article 4 herein until the Effective Termination Date (the “Advance”); and which Advance may then be utilized by the Consultant to either cure or correct any material breach or willful non-compliance consequent thereon; failing which the Company shall continue may then offset or claim any such Advance as against any other amounts which may then be due and owing by the Company to the Consultant under the terms and conditions of this Agreement. In this regard, and in the event that the Consultant terminates this Agreement at any time for cause by providing 30 calendar days’ prior written notice to the Company with respect to either of Section 3.5(a)or (b) only herein, the Company will also pay to the Executive Consultant all of the amounts otherwise due or payable to the Executive under Consultant by the Company pursuant to Article "4" hereinbelow 4 herein until the Effective Termination DateDate as an Advance. In addition, and should it then be either agreed by the Company or determined by a court of competent jurisdiction that the Consultant had, in fact, appropriately terminated this Agreement for cause, the Company will then be obligated to provide and pay to the Consultant all of the amounts which comprise the Severance Package in the manner as set forth in Section 3.2 herein.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party Parties of such Party's ’s intention to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (herein also the end of such 30-day period from such Notice of Termination being the "“Effective Termination Date" herein”), and damages sought, if: (a) the other defaulting Party fails to cure a material breach of any provision of this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure said material breach); (b) the other defaulting Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 30 calendar days and the other defaulting Party is actively pursuing to cure said willful non-compliance); (c) the other defaulting Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other defaulting Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 30 calendar days. In this regard, and in the event that either of the Companies terminates this Agreement at any such event time for cause by providing 30 calendar days’ prior written notice to the Executive's ongoing obligation Consultant with respect to provide either of Section 3.4(a) or 3.4(b) only herein, the General Services Company will continue only pay to the Consultant all of the amounts otherwise due or payable to the Consultant by the Company pursuant to Article 4 herein until the Effective Termination Date (the “Advance”); and which Advance may then be utilized by the Consultant to either cure or correct any material breach or willful non-compliance consequent thereon; failing which the Company shall continue may then offset or claim any such Advance as against any other amounts which may then be due and owing by the Company to the Consultant under the terms and conditions of this Agreement. In this regard, and in the event that the Consultant terminates this Agreement at any time for cause by providing 30 calendar days’ prior written notice to the Company with respect to either of Section 3.4(a)or (b) only herein, the Company will also pay to the Executive Consultant all of the amounts otherwise due or payable to the Executive under Consultant by the Company pursuant to Article "4" hereinbelow 4 herein until the Effective Termination DateDate as an Advance. In addition, and should it then be either agreed by the Company or determined by a court of competent jurisdiction that the Consultant had, in fact, appropriately terminated this Agreement for cause, the Company will then be obligated to provide and pay to the Consultant all of the amounts which comprise the Severance Package in the manner as set forth in Section 3.2 herein.

Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party of the Parties hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of TerminationNOTICE OF TERMINATION" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 30ten-day period from such Notice of Termination being the "Effective Termination DateEFFECTIVE TERMINATION DATE" herein), and damages sought, if: (a) the other Party fails to cure a material breach of any provision of this Agreement within 21 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 21 10 calendar days and the other Party is actively pursuing to cure said material breach); (b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 21 ten calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 21 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or (d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 21 10 calendar days. In any such event the ExecutiveExecutive Group's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Executive Group all of the amounts otherwise payable to the -- CEO EXECUTIVE SERVICES AGREEMENT -- -- NATURALLY ADVANCED TECHNOLOGIES INC. -- Executive under Article "4" hereinbelow will continue only until the Effective Termination Date.