Termination for Cause
(a) Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach. However, termination for breach will become effective immediately upon such notice, without opportunity to cure, if the breach cannot be remedied by performance after notice of termination. (For the avoidance of doubt, non-material breaches of this Agreement may, in the aggregate, constitute material breach.)
(b) Either party may terminate this Agreement for cause without advanced notice if: (i) the other party commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor or foreign law; (ii) anyone commences an involuntary case against the other party under Title 11 of the United States Code or the corresponding provisions of any successor or foreign law and either the case is not dismissed within 60 days of commencement or the court adjudicating the case issues an order for relief or a similar order approving the case; (iii) a court of competent jurisdiction appoints a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor or foreign law), or the other party makes an assignment of all or substantially all of its assets to a custodian (under the same definition), for the other party or all or substantially all of its assets; (iv) the other party fails generally to pay its debts as they become due (except to the extent that those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so; or (v) the other party makes a general assignment for the benefit of creditors.