TO RELIEF FOR DEBTORS, THEN SUCH PARTY
("INSOLVENT PARTY") WILL PROMPTLY PROVIDE REASONABLE ASSURANCES, AS MAY BE
REQUESTED FROM THE OTHER PARTY FROM TIME TO TIME, THAT IT AS THE INSOLVENT PARTY
CAN AND WILL PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT.
IF SUCH ASSURANCES
ARE NOT TIMELY RECEIVED OR ARE NOT REASONABLY SATISFACTORY TO THE PARTY
REQUESTING THE ASSURANCES, THEN SUCH NON-INSOLVENT PARTY MAY TERMINATE THE
AGREEMENT.
22.2
TERMINATION FOR DEFAULT.
EITHER PARTY MAY TERMINATE THE AGREEMENT,
WITHOUT COST OR LIABILITY, IF THE OTHER PARTY FAILS, IN ANY MATERIAL RESPECT, TO
PERFORM ITS AGREEMENTS, COVENANTS, WARRANTIES OR OTHER OBLIGATIONS UNDER THE
AGREEMENT UPON DELIVERY OF SIXTY (60) DAYS' PRIOR WRITTEN NOTICE OF SUCH OTHER
PARTY'S FAILURE OR BREACH, DESCRIBING IN REASONABLE DETAIL THE NATURE AND EXTENT
OF THE ALLEGED FAILURE OR BREACH ("TERMINATION FOR DEFAULT"); PROVIDED, HOWEVER,
THE BREACHING PARTY MAY CURE SUCH TERMINATION FOR DEFAULT BY:
(A)
CURING THE BREACH OR FAILURE WITHIN SIXTY (60) DAYS OF NOTICE OF
TERMINATION FOR DEFAULT OR SUCH LONGER PERIOD AS MAY BE GRANTED BY THE
NON-BREACHING PARTY; OR
(B)
IF IT IS NOT POSSIBLE TO CURE THE BREACH OR FAILURE WITHIN SIXTY
(60) DAYS, (I) DEVELOPING AND DELIVERING TO THE NON-BREACHING PARTY WITHIN
THIRTY (30) DAYS FOLLOWING NOTICE OF TERMINATION FOR DEFAULT A COMPLETE WRITTEN
PLAN FOR CURING THE BREACH OR FAILURE, REASONABLY ACCEPTABLE TO THE
NON-BREACHING PARTY; AND (II) PROCEEDING TO PROMPTLY AND DILIGENTLY CORRECT THE
BREACH OR FAILURE TO THE REASONABLE SATISFACTION OF THE NON-BREACHING PARTY
WITHIN NINETY (90) DAYS FOLLOWING NOTICE OF TERMINATION FOR DEFAULT.
22.3
SPECIAL RIGHT OF TERMINATION.
IF FIBERSTARS TERMINATES THE
EQUIPMENT PURCHASE AND SUPPLY AGREEMENT PURSUANT TO THE LAST SENTENCE OF
SECTION 5.1 (A) OF SUCH AGREEMENT, EITHER PARTY MAY TERMINATE THIS AGREEMENT
IMMEDIATELY UPON WRITTEN NOTICE TO THE OTHER PARTY DELIVERED WITHIN 10 BUSINESS
DAYS OF SUCH TERMINATION BY FIBERSTARS.
22.4
RIGHTS AND OBLIGATIONS UPON TERMINATION.
THE PARTY POSSESSING THE
RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTIONS 22.1, 22.2 OR 22.3
("TERMINATING PARTY") MAY ELECT TO TERMINATE THE AGREEMENT, OR ANY OR ALL
EXHIBITS.
IF THE
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TERMINATING PARTY TERMINATES SOME BUT NOT ALL EXHIBITS, THEN THE TERMS OF THIS
MASTER SERVICES AGREEMENT AND THE APPLICABLE PORTIONS OF PURCHASE ORDERS,
STATEMENTS OF WORK AND OTHER ANCILLARY DOCUMENTS ASSOCIATED WITH THE CONTINUING
EXHIBITS SHALL REMAIN FULLY EFFECTIVE SOLELY FOR THE PURPOSES OF FULFILLING
PERFORMANCE, AND EXERCISING RIGHTS, UNDER SUCH EXHIBITS, FOR THE REMAINING TERM
OF SUCH EXHIBITS.
UPON EXPIRATION OR TERMINATION OF THE AGREEMENT, EACH PARTY
WILL IMMEDIATELY DISCONTINUE USE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION
PROVIDED TO IT UNDER THE AGREEMENT, EXCEPT THAT EACH MAY RETAIN ANY OF THE OTHER
PARTY'S APPLICABLE CONFIDENTIAL INFORMATION TO THE EXTENT THAT THEY RELATE TO
ANY CONTINUING EXHIBITS.
WITHIN TEN (10) DAYS OF SUCH TERMINATION, EACH PARTY
WILL DESTROY OR DELIVER TO THE OTHER PARTY ALL COPIES OF MATERIALS CONTAINING
SUCH CONFIDENTIAL INFORMATION AND CERTIFY SUCH DESTRUCTION OR RETURN IN WRITING.
22.5
SURVIVAL.
RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT WHICH BY
THEIR NATURE SHOULD SURVIVE (SUCH