Material Breach. If there is a: # material breach by a Party of this Agreement which cannot be cured; or # material breach by a Party of this Agreement that can be cured and such Party has failed to take steps to begin to cure the breach within sixty days following written notice specifying the material breach by the Party affected by the breach or is not diligently pursuing a cure thereafter, or # a Party is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or substantially part of the Party's assets, and such petition, assignment or appointment, if involuntary, is not dismissed or vacated within ninety days, then an event of default shall be deemed to have occurred. Upon an event of default, the non-breaching Party shall have the right to exercise one or more of the following remedies upon written notice by the non-breaching Party to the breaching Party within thirty days of an event of default (if any) (assuming that the non-breaching Party has not already given such a notice upon the occurrence of a prior material, uncured breach by the breaching Party): # to seek monetary damages for such material breach within the limitations set forth in Section 15 hereof; # to seek equitable relief to prevent such material breach from continuing or occurring again in the future; or # if the event of default can be cured, to effect a cure and be reimbursed for the costs incurred.

Termination for Material Breach. If either Party materially breaches this Agreement at any time, the non-breaching Party shall have the right to terminate this Agreement by written notice to the breaching Party, if such material breach is not cured within thirty (30) days after written notice is given for a payment breach, and sixty (60) days in the case of any other breach, by the non-breaching Party to the breaching Party specifying the material breach. The foregoing notwithstanding, if such breach is cured or remedied or shown to be non-existent within the aforesaid thirty (30) or sixty (60) day period, as applicable, the notice shall be automatically withdrawn and of no effect.

Material Breach. Subject to [Section 3.2.3], either Party may terminate this Agreement for cause at any time during the Term by giving written notice to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material breach remains uncured for ninety (90) days from the date of such notice; provided, however, that if any breach is not reasonably curable within ninety (90) days and if the breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties in order to permit the breaching Party a reasonable period of time to cure such breach.