Certain Termination Rights. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
(a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach;
(i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 business days or is not dismissed or vacated within 45 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Certain Termination Rights. Your right to sell and serve Developer Ads may be terminated by AT&T [*] on written notice to You. All advertisements must comply in all respects with the AT&T Advertising Guidelines (“Guidelines”). Advertiser agrees to treat the Guidelines as confidential information of AT&T and will hold the Guidelines in strict confidence exercising a degree of care not less than the degree of cafe used by advertiser to protect its own confidential information that it does not wish to disclose. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Certain Termination Rights. 27 ARTICLE III
Certain Termination Rights. (a) Notwithstanding anything to the contrary contained herein, in the event that: (A) none of the events in 12.1(c)(i)-(iii) has occurred and Seller terminates this Agreement pursuant to Section 12.1(b); or (B) in the event that Seller terminates this Agreement pursuant to Section 7.14, Buyer shall immediately pay to Seller the Escrow Amount (the "Termination Fee") which Buyer and Globe acknowledge is reasonable under the circumstances and designed to compensate Seller and Globe for the lost opportunity to consummate the Contemplated Transactions. The termination Fee will serve as the exclusive remedy to Globe, Seller and any Affiliates hereunder in the event of a breach by Buyer, including, but not limited to, damages relative to their efforts, expenses and costs incurred in evaluating the Contemplated Transactions.
(b) This Agreement may be terminated by Globe or Seller pursuant to Section 7.5 and as provided therein.
Certain Termination Rights. Except as provided in Section 6.C., which governs in the event of a default, if a Remaining Property Agreement is terminated in accordance with its terms for any reason other than (a) due to the occurrence of a casualty or condemnation of the Premises covered by such Remaining Property Agreement as permitted thereby (see Section 6.4.1 of each of the Remaining Property Agreements), or (b) the failure to obtain the necessary limited partner approvals as contemplated above, then HR (and only HR), on behalf of the HR Parties, or M&O (and only M&O), on behalf of the M&O Parties, as applicable, shall simultaneously have the right to terminate this Amended Master Agreement and all (but not less than all) of the Remaining Property Agreements, and upon any such election, the Xxxxxxx Money shall be returned to HR. Notice of such an election to terminate must be in writing and delivered not more than ten Business Days following the termination of the applicable Remaining Property Agreement, or the Party failing to deliver such notice of termination shall be deemed to have waived its right to terminate this Amended Master Agreement and the Remaining Property Agreements with respect to the Remaining Property Agreement then at issue. The right to terminate contained in this Section shall continue with respect to any future termination of another Remaining Property Agreement as described in this Section.
Certain Termination Rights. (a) In addition to any similar provision relating to a Change of Control of Avaya in any Ancillary Agreement, the rights granted to Avaya and the members of the Avaya Group pursuant to this Agreement or any Ancillary Agreement shall be subject to the provisions of this Section 2.15.
(b) In the event that, at any time (i) prior to the third anniversary of this Agreement, there is a Change of Control of Avaya involving either of the Persons listed on Schedule 1.81 or any of their Affiliates, or (ii) prior to the second anniversary of this Agreement, Avaya or any member of the Avaya Group enters into a Prohibited Strategic Alliance, then:
(A) Lucent may, in its sole discretion, terminate all or any portion of the rights granted to Avaya and the members of the Avaya Group pursuant to the Trademark License Agreement;
(B) Lucent may, in its sole discretion, terminate all or any portion of the rights to patents and technology of Lucent or any member of the Lucent Group granted to Avaya and the members of the Avaya Group pursuant to the Patent and Technology License Agreement;
(C) at Lucent's direction, which may be given in its sole discretion, Avaya and the members of the Avaya Group will reconvey to Lucent or any member of the Lucent Group all of their right, title and interest in any and all patents and technology in which Avaya or any member of the Avaya Group was granted an undivided one-half interest pursuant to the Patent Assignment or the Technology Assignment and Joint Ownership Agreement; and
(D) Lucent may, in its sole discretion, terminate any or all of the following Ancillary Agreements: the General Sales Agreement, the Microelectronics Product Purchase Agreement, the Development Project Agreement, or any reseller, original equipment manufacturing, services or subcontracting agreement from Lucent to Avaya.
(c) In the event that, at any time prior to the third anniversary of this Agreement, there is a Change of Control of Avaya involving any Person other than those persons listed on Schedule 1.81 or their Affiliates then Lucent may, in its sole discretion, terminate any or all of the following Ancillary Agreements: the Development Project Agreement, or any reseller, original equipment manufacturing, services or subcontracting agreement from Lucent to Avaya.
Certain Termination Rights. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, the rights granted to Lucent and the members of the Lucent Group shall be subject to the provisions of this Section 2.16.
(b) Except as otherwise expressly provided in this Section 2.16, in the event that, at any time prior to the fifth anniversary of this Agreement, Lucent or any member of the Lucent Group offers, furnishes or provides, either directly or indirectly (whether through any reseller or joint venture or otherwise), any Telecommunications Services of the type offered by the AT&T Services Business as of the Closing Date, then: (i) pursuant to Section 2.5 and Article IX of the Brand License Agreement, AT&T may, in its sole discretion, terminate all or any portion of the rights granted to Lucent and the members of the Lucent Group pursuant to the Brand License Agreement; (ii) AT&T may, in its sole discretion, terminate all or any remaining portion of the purchase commitments made by AT&T and the members of the AT&T Group in the AT&T General Purchase Agreement; (iii) AT&T may, in its sole discretion, exercise either the Full Grant rights or the Partial Grant rights described in subparagraphs 8.4(b) and 8.4(c), respectively, of the Supplemental General Purchase Agreement, dated as of the date hereof, between AT&T and Lucent; (iv) AT&T may, in its sole discretion, terminate all or any portion of the rights to patents and technology of AT&T or any member of the AT&T Group granted to Lucent and the members of the Lucent Group pursuant to the Patent License Agreement and the Technology License Agreement; and 35
Certain Termination Rights. (a) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, the rights granted to Lucent and the members of the Lucent Group shall be subject to the provisions of this Section 2.16.
(b) Except as otherwise expressly provided in this Section 2.16, in the event that, at any time prior to the fifth anniversary of this Agreement, Lucent or any member of the Lucent Group offers, furnishes or provides, either directly or indirectly (whether through any reseller or joint venture or otherwise), any Telecommunications Services of the type offered by the AT&T Services Business as of the Closing Date, then: (i) pursuant to Section 2.5 and Article IX of the Brand License Agreement, AT&T may, in its sole discretion, terminate all or any portion of the rights granted to Lucent and the members of the Lucent Group pursuant to the Brand License Agreement;
Certain Termination Rights. The Agreement shall be amended by deleting Sections 7.4(c), (d), (e) and (f); deleting Section 7.4(g) in its entirety and replacing it with renumbered Section 7.4(d) as set forth below; renumbering Section 7.4(h) as Section 7.4 (e); and adding new section 7.4(c) as follows:
(c) Subject to US Airways continuing to perform its obligations under the Republic Amendment, twenty (20) Aircraft (the “Replaced Aircraft”) shall be removed from Service hereunder as set forth on Exhibit 7.4 attached hereto.”
(d) Notwithstanding anything in this Section 7.4 or Schedule 7.4 to the contrary, in no event may US Airways terminate, in the aggregate, more than four (4) Aircraft in any thirty (30) day period.”
Certain Termination Rights. Your right to sell and serve Developer Ads may be terminated by AT&T [*] on written notice to You. SCHEDULE 1 AT&T ADVERTISING GUIDELINES All advertisements must comply in all respects with the AT&T Advertising Guidelines (“Guidelines”). Advertiser agrees to treat the Guidelines as confidential information of AT&T and will hold the Guidelines in strict confidence exercising a degree of care not less than the degree of cafe used by advertiser to protect its own confidential information that it does not wish to disclose. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
1) AT&T ADVERTISING GUIDELINES • These Guidelines are intended to provide general guidance. They are not inclusive or exhaustive and are subject to change, at AT&T’s discretion, at any time. • Advertiser will ensure that all advertisements comply with all applicable laws, regulations and guidelines including, without limitation, FTC rules and CARU guidelines. • The advertisements or any other material or content provided by advertiser to AT&T will not contain:
1. Any messages, data, images, programs, or other matter which is libelous, defamatory or which discloses private or personal matters concerning any person, including without limitation home phone numbers and addresses, credit/debit card information, and/or customer or member account information such as customer or member passwords.
2. Any messages, data, images, programs, or other matter which are obscene or pornographic or which contain racial, ethnic or religious slurs, offensive language or similar epithets, or which advocate or promote violence or illegal activities.
3. Any messages, data, images, programs, or other matter that would violate or infringe upon the property rights of others, including copyright, trademarks or service marks, trade secrets or other confidential proprietary information, and privacy or publicity rights. • Except with AT&T’s prior written permission (and then only when directed to an audience over 21), advertiser will not permit advertisements in the following categories:
1. Alcohol;
2. Tobacco;
3. Firearms;
