Provision Language
22. Term and Termination
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22.2 Termination for Default. If either party (the “Defaulting party“):
a. breaches a material obligation in this agreement and either fails to cure that breach within a cure period of [***] (or longer time agreed in writing) after notice from the other Party (the “Terminating Party“) or if that breach is not capable of cure; or
b. makes any arrangement with its creditors, resolves to or undergoes any insolvency proceeding anywhere in the world (except for the purpose of solvent amalgamation or reconstruction); then the Terminating Party may terminate this Agreement by giving written notice of termination to the Defaulting Party effective immediately or at the end of any cure period if later.
22.3 Additional CEPI Termination Rights. In addition to clause 22.2, CEPI shall be entitled to terminate this Agreement with immediate effect, unless otherwise indicated below, by providing written notice to Awardee in the following circumstances:
a. if following escalation to the senior officers pursuant to the process referred to in clause 23.1 (for clarity, excluding submission to arbitration), CEPI reasonably determines, in good faith, that Awardee is unable or will become unable to discharge its obligations under this Agreement, for example if key personnel or technology resources required for successful completion of the Project become unavailable to Awardee, and Awardee does not promptly and reasonably alleviate CEPI’s concerns;
b. there are safety, regulatory or ethical issues with continuing the project, as reasonably determined by CEPI;
c. if awardee has committed fraud or a financial irregularity. for the purposes of this clause “Financial Irregularity” includes any and all kinds of corruption, including bribery, nepotism and illegal gratuities; misappropriation of cash, inventory and all other kinds of assets; and making fraudulent financial and non-financial statements to CEPI;
d. awardee does not satisfy the criteria in clause 4.5 required for CEPI to pay funding tranches under the Project and fails to satisfy those criteria in full within a cure period of [***] (or longer time agreed in writing) after written notice from CEPI; or
e. any material changes or amendments are made to the IPDP (including awardee’s traveler’s Market Development Plan) without CEPI’s prior written consent.