Failure of Supply. A “Failure to Supply” shall occur if at any time during the Term Catalent: # during any single Contract Year ​, delivers Product pursuant to a Purchase Order ​, or # at any time during the Term, is unable to deliver Product pursuant to a Purchase Order ​. Once the parties mutually agree that the Catalent Facility is able to supply Product again, Client shall cease issuing purchase orders for Product from any third party alternate supplier, within a commercially reasonable period of time and in no event later than ​. Notwithstanding anything in this Agreement to the contrary, Catalent shall not be required to transfer any Catalent Confidential Information or other confidential or proprietary materials or information of Catalent to any third party. Notwithstanding the foregoing, Client shall not be entitled to exercise the remedies in this Section 2.2(B) or terminate this Agreement in accordance with the terms of this Agreement, upon Catalent’s inability to supply Product as a result of ​.

Notice of Failure. Borrower shall immediately notify Bank in writing of the issuance of any written notice, notification, demand, request for information, citation, summons or order, the filing of any complaint, the assessment of any penalty, or the pendency or threat of any investigation or review by any governmental or other entity with respect to the alleged failure of Borrower to have any permit, license or authorization required in connection with the conduct of its business or otherwise with respect to any Environmental Laws.

Notice of Failure. Borrower shall immediately notify Bank in writing of the issuance of any written notice, notification, demand, request for information, citation, summons or order, the filing of any complaint, the assessment of any penalty, or the pendency or threat of any investigation or review by any governmental or other entity with respect to the alleged failure of Borrower to have any permit, license or authorization required in connection with the conduct of its business or otherwise with respect to any Environmental Laws.

Failure of Agreements. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower or any other Person on behalf of the Borrower contests in any manner the validity or enforceability of any provision of any Loan Document; or the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to revoke, terminate or rescind any provision of any Loan Document;

Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on the Borrower or any other Credit Party party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien on, or security interest in, any of the Collateral purported to be covered thereby (subject to Permitted Liens), in each case other than in accordance with the express terms hereof or thereof.

If a party has complied with its obligations under clause 2.3, it may terminate this agreement by giving notice in writing to the other parties if one or more Conditions are not fulfilled by 5.00pm on the Sunset Date or another date agreed by the parties in writing.

Failure of Negotiations. If the Dispute is not resolved by the parties within sixty (60) days of the disputing party’s notice, or if the Negotiators fail to meet within thirty (30) days of delivery of the disputing party’s notice, any party may pursue any and all other rights and remedies, under this Agreement or otherwise at law or in equity, at its disposal, which, for the avoidance of all doubt, are hereby preserved in full.

Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Encumbrances) on, or security interest in, any of the Collateral purported to be covered thereby having, in the aggregate, a value in excess of $2,000,000, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any material provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Restricted Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any material provision of this Agreement or any material provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Restricted Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.