Common use of Termination Process Clause in Contracts

Termination Process. Prior to its expiration under Section 16.1 or Section 16.2, the MSA may only be terminated as provided in this Article 16. During the term of the MSA, the Parties may terminate the MSA in accordance with the following process: 16.3.1. Unless otherwise provided in Section 16.3.2, upon an “Event of Default” by either Party as defined in this Article 16, the non-defaulting Party, with or without the participation of the defaulting Party, shall submit a written notice of an Event of Default (“Notice of Default”) to the Executive Council for immediate resolution. For purposes of this provision, a Notice of Default may be in the form of electronic mail or facsimile. The Executive Council shall cure the Event of Default within ten (10) days after receiving the Notice of Default (“Executive Cure Period”). If (i) the Event of Default is not cured within the Executive Cure Period, or (ii) the members of the Executive Council have not mutually agreed, in writing, to a plan to cure such Event of Default, then the non-defaulting Party may terminate the MSA at the date specified in the Notice of Default. This termination process also applies to a termination under Section 16.7. For avoidance of doubt, this Article 16.3 shall apply to Section 16.8; provided that, unless there is mutual agreement of the Executive Council, ALU may only exercise partial termination under Section 16.4.1, 16.4.2 or 16.4.3 and only with respect to the SOW, Purchase Order or Service that caused the Event of Default. 16.3.2. The process described in Section 16.3.1 does not apply to an Event of Default in the event either Party terminates this MSA for an insolvency event under Section 16.6. 16.3.3. In the event of a termination during the Term of the MSA, the Parties shall comply with the terms and conditions contained in Schedule P (Termination/Expiration Assistance).