Common use of Breach and Cure Clause in Contracts

Breach and Cure. In the event a party breaches a representation, warranty or undertaking under this Amended & Restated Amendment, it shall have the right to cure such breach within 30 days of the delivery of notice of such breach from the non-breaching party (provided, that STE shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Amended & Restated Amendment). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto, if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to in the first sentence of this Section 24 Licensor may (x) terminate this Amended & Restated Amendment including all licenses granted by it hereby, (y) promptly retrieve the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE. (a) It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding shall occur; or STE or Licensor, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section. (b) In the event of any uncured breach of this Amended & Restated Amendment by either party, the other party shall be entitled to seek, in addition to any other remedies that it may have pursuant to this Amended & Restated Amendment or at law or in equity, injunctive relief or an order of specific performance. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Breach and Cure. Failure of a Registrant to abide by any provision of this Agreement and all other Registry Policies will be considered a material breach. In the event of such material breach, the Registry may in its sole discretion, with the cooperation of the sponsoring Registrar, suspend, lock, modify, delete or transfer the domain name and/or may provide written (which may be by email) notice to the Registrant describing the material breach. In any event, if the Registry gives notice that there is a breach, by way of the accredited Registrar, to the Registrant, the Registrant shall rectify, cure, or refute within thirty (30) days. In the event a party breaches a representationbreach is not rectified, warranty cured, or undertaking under this Amended & Restated Amendmentrefuted by the Registrant to Registry’s sole satisfaction within the thirty (30) day period, the Registry may cancel or otherwise modify the Registrant’s registration of and license to use the domain name without refund and without further notice, and pursue any and all legal remedies it shall may have against the right to cure Registrant. Any such breach within 30 days of by the delivery of notice of such breach from the non-breaching party (provided, that STE Registrant shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Amended & Restated Amendment). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto, if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to be waived in the first sentence of this Section 24 Licensor may (x) terminate this Amended & Restated Amendment including all licenses granted by it hereby, (y) promptly retrieve event that the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE. (a) It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking Registry did not act earlier in response to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 daysspecific breach, or any of the actions sought in such proceeding shall occur; or STE or Licensorother breach, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section. (b) by Registrant. In the event of a breach which, in the sole discretion of the Registry or the sponsoring Registrar, causes or is likely to cause immediate harm to the public interest or the Registry, or which violates or is likely to violate any uncured applicable law or regulation, then an accredited Registrar and/or the Registry may, with the cooperation of the sponsoring Registrar, modify, suspend, transfer, delete or terminate services to the Registrant without written notice; the modification, suspension, transfer, deletion or termination of services constituting notice to Registrant that such a breach has occurred. See below for important limitations on the liability of the Registry and accredited Registrars with regard to acts by such parties under this Section. The Registry may delegate authority to: a. investigate any breach or potential breach of this Amended & Restated Amendment the Registry Policies; and b. take action to cure or sanction any breach or potential breach of the Registry Policies, including the authority to immediately suspend, delete or transfer use of a domain name upon detection by either partya service provider or notification, e.g., from an internet security agency, that the domain name may contain malicious software or otherwise violates the Acceptable Use Policy. In such circumstances, neither the Registry, the other party sponsoring Registrar, nor their respective employees, directors, officers, affiliates, representatives, delegees, shareholders, agents, successors, and/or assigns nor any external service provider or internet security agency triggering the suspension, deletion or transfer shall be entitled liable to seek, in addition to the Registrant or any other remedies that it may have pursuant to this Amended & Restated Amendment or at law or in equity, injunctive relief or an order of specific performance. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any other or further exercise thereof or the exercise person on account of any other rightservice disruption or loss, power or privilege hereunderirrespective of the nature of thatloss.

Breach and Cure. In the event a party breaches a representation, warranty or undertaking under this Amended & Restated Amendment, it shall have the right to cure such breach within 30 days of the delivery of notice of such breach from the non-breaching party (provided, that STE shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Amended & Restated Amendment). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto, : (A) if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to in the first sentence of this Section 24 Licensor may (x) terminate this Amended & Restated Amendment including all licenses granted by it hereby, (y) promptly retrieve the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE. ; and (aB) if STE or its distributor affiliates shall violate the restrictions and limitation applicable to Previews and Internet Free Trials set forth in Section 16 above or shall otherwise materially or repeatedly fail to comply with any of the restrictions and limitations applicable to STE’s exhibition and promotion of the Pictures other than the restrictions and limitations applicable to Previews and Internet Free Trials set forth in Section 16 above, Licensor may (without limiting any of its other rights and remedies, at law or in equity), suspend Licensor’s further delivery of Pictures and/or STE’s rights to promote and exhibit the Pictures (a “Breach-Related Suspension”) upon delivery of a Breach-Related Suspension Notice to STE, as more particularly set forth in Section 24(c) below. Further, It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding shall occur; or STE or Licensor, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section. . Except as set forth in subsection (ba) In above and subsection (d) below with respect to the restrictions and limitations applicable to Previews and Internet Free Trials set forth in Section 16 above, inIn the event of any uncured breach of this Amended & Restated Amendment by either partyparty that is not cured timely, the other party shall be entitled to seek, in addition to any other remedies that it may have pursuant to this Amended & Restated Amendment or at law or in equity, injunctive relief or an order of specific performance. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.. [In the event of a Breach-Related Suspension by Licensor pursuant to clause (B) above, Licensor shall have the right to suspend Licensor’s delivery of Pictures hereunder and/or STE’s rights to promote and exhibit the Pictures by delivering a notice to Licensee of such suspension (a “Breach-Related Suspension Notice”) which shall set forth the basis for such suspension. To the extent that Licensor’s Breach-Related Suspension Notice includes a demand that STE cease the promotion and exhibition (or cease any particular promotion and exhibition) of the Pictures on the STE Services, STE shall take steps immediately to comply with Licensor’s demand as soon as commercially feasible (but in no event more than seven (7) calendar days after receipt of such Breach-Related Suspension Notice). If the cause that gave rise to a Breach-Related Suspension is corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, the Breach-Related Suspension shall terminate upon Licensor’s delivery to STE of a notice thereof (“Reinstatement Implementation Notice”). For clarity, no period of Breach-Related Suspension shall (x) extend the applicable License Periods for any Pictures in time, and upon a notice that a Breach-Related Suspension has ended, the License Period(s) shall end as otherwise provided herein or (y) result in a reduction in the License Fees, the Open Internet License Fees or the additional payments set forth in Paragraph III of Exhibit A, in each case due to Licensor under Exhibit A. By way of clarity, the delivery by Licensor of a Reinstatement Implementation Notice shall not relieve STE of any obligations arising under Section 12(b) above relating to or arising out of the acts or omissions giving rise to the Breach-Related Suspension in the first instance..] If STE or its distributor affiliates shall materially or repeatedly fail to comply with any of the restrictions and limitations applicable to Previews and Internet Free Trials set forth in Section 16 above, then Licensor’s sole remedy shall be economic remuneration for each subscriber receiving a Preview in violation of the restrictions and limitations applicable to Previews and Internet Free Trials set forth in Section 16 above to be calculated and paid pursuant to and in accordance with the Open Internet License Fees provisions of Section II of Exhibit A (notwithstanding that such subscribers may or may not otherwise qualify as Fee Generating Open Internet Subscribers thereunder). [OPEN]

Breach and Cure. In the event a party breaches a representation, warranty or undertaking under this Amended & Restated Amendment, it shall have the right to cure such breach within 30 days of the delivery of notice of such breach from the non-breaching party (provided, that STE shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Amended & Restated Amendment). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto, if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to in the first sentence of this Section 24 Licensor may (x) terminate this Amended & Restated Amendment including all licenses granted by it hereby, (y) promptly retrieve the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE. (a) It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding shall occur; or STE or Licensor, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section. (b) A. In the event of any uncured Lessee's breach or threatened breach, Lessor shall give Lessee thirty (30) days notice by registered mail. If Lessee fails to properly cure the breach or threatened breach on or before the thirtieth day, Lessor shall have the option of canceling this Amended & Restated Amendment by either partyLease, the other party shall be entitled to seek, in addition to or of pursuing any other remedies that it may have pursuant to provided by this Amended & Restated Amendment Lease or available at law or in equity, injunctive relief or an order of specific performance. No failure proof of receipt of such notice shad be necessary in order for Lessor to act. B. Lessee shall have thirty (30) days, from the date of mailing of such notice, to cure or delay to make reasonable efforts to cure the breach to Lessor's satisfaction. If the breach is of such a nature that it may not be cured within thirty (30) days of Lessor giving notice of the breach, Lessee's diligent and continuing action to cure the breach to Lessor's satisfaction shall be considered a "reasonable effort". C. Lessor shall be entitlex xx xxxxver from Lessee compensation for all damages and costs caused by either party Lessee's breach and all reasonable costs and expenses Lessor incurs in exercising any securing its remedies. D. In the event of Lessee's eviction or abandonment of the Lease Premises, Lessor shall have the right, power but not the duty, to re-lease or privilege hereunder will operate as a waiver thereofsell all, nor will or any other or further exercise thereof or part of, the Lease Premises. The exercise of any other rightsuch right shall be at Lessor's sole discretion and shall not extinguish Lessee's obligations hereunder. If re-leased, power Lessor may agree to a term that is greater or privilege hereunderless than the remaining unexpired Term of this Lease at the time of its cancellation, and to such covenants, conditions, and agreements as Lessor may deem proper.

Breach and Cure. Failure of a Registrant to abide by any provision of this Agreement and all other Registry Policies will be considered a material breach. In the event of such material breach, the Registry may in its sole discretion, with the cooperation of the sponsoring Registrar, suspend, lock, modify, or transfer the domain name and/or may provide written (which may be by email) notice to the Registrant describing the material breach. In any event, where the Registry gives notice, by way of the accredited Registrar, to the Registrant, that there is a breach, the Registrant shall rectify, cure, or refute within thirty (30) days. In the event a party breaches a representationbreach is not rectified, warranty cured, or undertaking under this Amended & Restated Amendmentrefuted by the Registrant to Registry’s sole satisfaction within the thirty (30) day period, the Registry may cancel or otherwise modify the Registrant’s registration of and license to use the domain name without refund and without further notice, and pursue any and all legal remedies it shall may have against the right to cure Registrant. Any such breach within 30 days of by the delivery of notice of such breach from the non-breaching party (provided, that STE Registrant shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Amended & Restated Amendment). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto, if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to be waived in the first sentence of this Section 24 Licensor may (x) terminate this Amended & Restated Amendment including all licenses granted by it hereby, (y) promptly retrieve event that the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE. (a) It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking Registry did not act earlier in response to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 daysspecific breach, or any of the actions sought in such proceeding shall occur; or STE or Licensorother breach, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section. (b) by Registrant. In the event of a breach which, in the sole discretion of the Registry or the sponsoring Registrar, causes or is likely to cause immediate harm to the public interest or the Registry, or which violates or is likely to violate any uncured applicable law or regulation, then an accredited Registrar and/or the Registry may, with the cooperation of the sponsoring Registrar, modify, suspend, transfer, or terminate services to the Registrant without written notice; the modification, suspension, transfer, or termination of services constituting notice to Registrant that such a breach has occurred. See below for important limitations on the liability of the Registry and accredited Registrars with regard to acts by such parties under this Section. The Registry may delegate authority to: a) investigate any breach or potential breach of this Amended & Restated Amendment the Registry Policies; and b) take action to cure or sanction any breach or potential breach of the Registry Policies, including the authority to immediately suspend or transfer use of a domain name upon detection by either partya service provider or notification, e.g., from an Internet security agency, that the domain name may contain malicious software or otherwise violates the Acceptable Use Policy. In such circumstances, neither the Registry, the other party sponsoring Registrar, nor their respective employees, directors, officers, affiliates, representatives, delegees, shareholders, agents, successors, and/or assigns nor any external service provider or Internet security agency triggering the suspension or transfer shall be entitled liable to seek, in addition to the Registrant or any other remedies that it may have pursuant to this Amended & Restated Amendment or at law or in equity, injunctive relief or an order of specific performance. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any other or further exercise thereof or the exercise person on account of any other rightservice disruption or loss, power or privilege hereunderirrespective of the nature of that loss.