Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee: 1. the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment; 2. the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore; 3. the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement; 4. the failure to maintain the insurance required by Article 12; 5. use of the Licensed Marks in an unauthorized or unapproved manner; 6. Licensee's use of other trademarks in association with the Licensed Products, without prior written consent of Licensor; 7. the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws; 8. the material breach of any other material promise or agreement made herein. B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties. C. Upon the termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified below, will immediately discontinue use of the Licensed Marks, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks or any of part thereof, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed Marks, and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed Marks. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any bottle molds and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the molds, which shall entitle Licensee to foreclose on its security interest in the molds in the event Licensor fails to make any installment payments due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereof. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales and guaranteed minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination of the Agreement. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed Marks. Any permitted sale or license of the bottle molds and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed Marks, and any confusingly similar trademarks and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 2 contracts
Samples: License Agreement (Omnireliant Holdings, Inc.), License Agreement (Willowtree Advisor, Inc.)
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore;
3. the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. the failure to maintain the insurance required by Article 12;
5. the use of the Licensed Marks licensed mxxx in an unauthorized or unapproved manner;
6. Licensee's use of other trademarks or in association with the Licensed ProductsArticles, without prior written consent of Licensor;
7. the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. the material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.314 A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, and all the prorated Guaranteed Minimum Royalties for the Annual Period as in Article 8 above shall become due, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. Upon the termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified below, will immediately discontinue use of the Licensed MarksMxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Mxxx or any of part thereofits parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) )
(i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksMxxx and the Designs, and (iibut not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and(ii) all items affixed with likeness or reproductions of the Licensed XxxxMxxx, whether Licensed ProductsArticles, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksMxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed ProductsArticles, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(sbxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% (fifty) at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the moldsmold, which shall entitle Licensee to foreclose on its security interest in the molds mold in the event Licensor fails to make any installment payments payment due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales and guaranteed minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed XxxxMxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed ProductsArticles, any advertising or promotional materials used in connection with the Licensed Products Articles or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksMxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksMxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 2 contracts
Samples: Cosmetic License Agreement (Parlux Fragrances Inc), Hand Bag License Agreement (Parlux Fragrances Inc)
Defaults; Termination. A. The following conditions and occurrences shall constitute "“Events of Default" ” by Licensee:
1. (i) the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. (ii) the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date thereforetherefor;
3. (iii) the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. (iv) the failure to maintain the insurance required by Article 12;
5. (v) the use of the Licensed Marks Xxxx in an unauthorized or unapproved manner;
6. (vi) Licensee's ’s use of other trademarks on or in association with the Licensed Products, without prior written consent of Licensor;
7. (vii) the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's ’s property, not dismissed within sixty (60) days, or Licensee's ’s making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. (viii) the material breach of any other material promise or agreement made herein (or any agreements or exhibits incorporated by reference herein) including but not limited to (1) the failure of Licensee to enter into a sublicense agreement with Perfumania as set forth in this Agreement including Section 2 hereof or (2) the failure of Licensee to launch the Licensed Products on retail shelves in commercially reasonable quantities by *. * Confidential terms omitted and provided separately to the Securities and Exchange Commission.
B. In the event Licensee or Licensor fails to cure (i) an Event of Default within thirty Default, (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other in the event such Event of Default is curable) within sixty fifteen (6015) days after written notice of default is transmitted to Licensee or within such further period as Licensor the non-defaulting party may allow, this Agreement shall, at Licensor's optionthe option of the non-defaulting party, be terminated, on notice to Licensee, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royaltiesdefaulting party.
C. Upon the expiration or termination of this Agreement; orAgreement for any reason, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified in Article 16 below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor within no later than ninety (90) days from such termination (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksXxxx and its designs, but not the bottle mold or tooling (that may not be used by Licensee following the termination of the Agreement other than to the extent that the components created using such molds or tooling or not distinctive and would not cause any consumer confusion as to source or origin between Licensee or Perfumania on the one hand and Licensor or Artist on the other hand), but which Licensor shall be entitled to purchase or recover as provided below; and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's ’s default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's ’s cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the molds, which shall entitle Licensee to foreclose on its security interest wire transfer in the molds in the event Licensor fails to make any installment payments due within fifteen (15) days after receiving notice of defaultadvance. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's ’s submission of documents establishing cost. * Confidential terms omitted and provided separately to the cost thereofSecurities and Exchange Commission. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's ’s default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales Sales and guaranteed minimum royalties Guaranteed Minimum Royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. (i) the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. (ii) the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date thereforetherefor;
3. (iii) the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. (iv) the failure to maintain the insurance required by Article 12;
5. (v) the use of the Licensed Marks Xxxx in an unauthorized or unapproved manner;
6. (vi) Licensee's use of other trademarks on or in association with the Licensed Products, without prior written consent of Licensor;
7. (vii) the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. (viii) the material breach of any other material promise or agreement made herein (or any agreements or exhibits incorporated by reference herein) including but not limited to (1) the failure of Licensee to enter into a sublicense agreement with Parlux as set forth in this Agreement including Section 2 hereof or (2) the failure of Licensee to launch the Licensed Products on retail shelves in commercially reasonable quantities by *.
B. In the event Licensee fails to cure (i) an Event of Default, (in the event such Event of Default is curable) within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at the option of Licensor's option, be terminated, on notice to Licensee, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. In the event Licensor breaches this Agreement, Licensor shall have thirty (30) days after written notice of such breach is transmitted to Licensor, or within such further period as Licensee may allow, to cure such breach (in the event such breach is curable), failing which this Agreement shall, at the option of Licensee, be terminated on notice to Licensor.
D. Upon the expiration or termination of this Agreement; orAgreement for any reason, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified in Article 16 below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor within no later than ninety (90) days from such termination (free of all liens and encumbrances) (i) all plates, engravings, silk-silk- screens, or the like used to make or reproduce the Licensed MarksXxxx and its designs, but not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the molds, which shall entitle Licensee to foreclose on its security interest wire transfer in the molds in the event Licensor fails to make any installment payments due within fifteen (15) days after receiving notice of defaultadvance. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales Sales and guaranteed minimum royalties Guaranteed Minimum Royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or * Confidential terms omitted and provided separately to the Securities and Exchange Commission. promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Samples: Sublicense (Parlux Fragrances Inc)
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore;
3. the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. the failure to maintain the insurance required by Article 12;
5. use of the Licensed Marks in an unauthorized or unapproved manner;
6. Licensee's use of other trademarks in association with the Licensed Products, without prior written consent of Licensor;
7. the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. the material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable reliefrelief , except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.Royalties ..
C. Upon the termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified below, will immediately discontinue use of the Licensed Marks, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks or any of part thereof, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed Marks, and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed Marks. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any bottle molds and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the molds, which shall entitle Licensee to foreclose on its security interest in the molds in the event Licensor fails to make any installment payments due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereof. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales and guaranteed minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination of the Agreement. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed Marks. Any permitted sale or license of the bottle molds and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed Marks, and any confusingly similar trademarks and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
; 2. the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore;
; 3. the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
; 4. the failure to maintain the insurance required by Article 12;
; 5. the use of the Licensed Marks licensed xxxx in an unauthorized or unapproved manner;
; 6. Licensee's use of other trademarks or in association with the Licensed ProductsArticles, without prior written consent of Licensor;
; 7. the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
; 8. the material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.314 A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, and all the prorated Guaranteed Minimum Royalties for the Annual Period as in Article 8 above shall become due, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. Upon the termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) )
(i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksXxxx and the Designs, but not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed ProductsArticles, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed ProductsArticles, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% (fifty) at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the moldsmold, which shall entitle Licensee to foreclose on its security interest in the molds mold in the event Licensor fails to make any installment payments payment due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales and guaranteed minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed ProductsArticles, any advertising or promotional materials used in connection with the Licensed Products Articles or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. the The failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. the The failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore;
3. the The making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. the The failure to maintain the insurance required by Article 12Article10;
5. The use of the Licensed Marks Xxxx or sale of the Licensed Product in an unauthorized or unapproved manner;
6. Licensee's use of other trademarks in association with the Licensed Products, without prior written consent of Licensor;
7. the The commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
87. the The material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.313A.1, A2, A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, and all Sales Royalties as in Article 8 above shall become due, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. Upon the termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified belowherein, will immediately discontinue use of the Licensed MarksXxxx, and sales of the Licensed Product and will not resume the use thereof thereof, or adopt any colorable imitation of the Licensed Marks or any of part thereof, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screensXxxx, or the like used Licensed Product.
D. The following condition and occurrence shall constitute Events of Default by Licensor:
1. Granting by the Licensor of a license to make or reproduce either the Licensed Marks, and (ii) all items affixed with likeness Product or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags Xxxx to any other person or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in entity during the Licensed Marks. term of this Agreement.
E. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any bottle molds and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the molds, which shall entitle Licensee to foreclose on its security interest in the molds in the event Licensor fails to make any installment payments due within fifteen (15) days after receiving notice cure the Event of default. Licensor shall exercise its aforesaid option Default within thirty (30) days after Licensee's submission written notice of documents establishing the cost thereof. Notwithstanding the foregoing, if Licensor has terminated this Agreement due default is transmitted to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales and guaranteed minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid optionunder Article 13D.1, Licensee shall be precluded forever from using may take any action deemed necessary by the bottle molds or tools Licensee to protect the license and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination of the Agreement. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer rights granted to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed Marks. Any permitted sale or license of the bottle molds and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed Marks, and any confusingly similar trademarks and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provisionunder this Agreement.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore;
3. the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. the failure to maintain the insurance required by Article 12;
5. the use of the Licensed Marks licensed xxxx in an unauthorized or unapproved manner;
6. Licensee's use of other trademarks or in association with the Licensed ProductsArticles, without prior written consent of Licensor;,
7. the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. the material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.314 A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, and all the prorated Guaranteed Minimum Royalties for the Annual Period as in Article 8 above shall become due, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. Upon the termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) )
(i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksXxxx and the Designs, and but not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and, (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed ProductsArticles, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed ProductsArticles, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% (fifty) at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the moldsmold, which shall entitle Licensee to foreclose on its security interest in the molds mold in the event Licensor fails to make any installment payments payment due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales and guaranteed minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed ProductsArticles, any advertising or promotional materials used in connection with the Licensed Products Articles or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. (i) the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. (ii) the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date thereforetherefor;
3. (iii) the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. (iv) the failure to maintain the insurance required by Article 12;
5. (v) the use of the Licensed Marks Xxxx in an unauthorized or unapproved manner;
6. (vi) Licensee's use of other trademarks or in association with the Licensed Products, without prior written consent of Licensor;
7. (vii) the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. (viii) the material breach of any other material promise or agreement made herein (or any agreements, or exhibits incorporated by reference herein) including but not limited to the failure of Licensee to enter into a sublicense agreement with Parlux as set forth in this Agreement including Section 2 hereof.
B. In the event Licensee fails to cure (i) an Event of Default, (in the event such Event of Default is curable) within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted transmitted' to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. Upon the expiration or termination of this Agreement; orAgreement for any reason, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified in Article 16 below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor within no later than ninety (90) days from such termination (free of all liens and encumbrances) (i)
(i) all plates, engravings, silk-silk- screens, or the like used to make or reproduce the Licensed MarksXxxx and its designs, and but not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and
(ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% (fifty percent) at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the moldsmold, which shall entitle Licensee to foreclose on its security interest in the molds mold in the event Licensor fails to make any installment payments payment due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales Sales and guaranteed minimum Guaranteed Minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Samples: Sublicense (Parlux Fragrances Inc)
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. (i) the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. (ii) the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date thereforetherefor;
3. (iii) the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. (iv) the failure to maintain the insurance required by Article 12;
5. (v) the use of the Licensed Marks Xxxx in an unauthorized or unapproved manner;
6. (vi) Licensee's use of other trademarks or in association with the Licensed ProductsArticles, without prior written consent of Licensor;
7. (vii) the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. (viii) the material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default under Article 14(A)(i) within ten (10) days after written notice of default is transmitted to Licensee, (ii) an Event of Default under Article 14(A)(iii), (v), (iv), or (vii) within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7Licensee; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on immediately upon notice to Licensee, and all the prorated Guaranteed Minimum Royalties for the Annual Period as in Article 8 above shall become due, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. Upon the expiration or termination of this Agreement; or, in the event this Agreement is not renewed as provided in Article 4 above; or, in the event of the termination or expiration of a renewal term of this Agreementfor any reason, Licensee, except as specified below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) )
(i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksXxxx and the Designs, but not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed ProductsArticles, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed ProductsArticles, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% (fifty percent) at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the moldsmold, which shall entitle Licensee to foreclose on its security interest in the molds mold in the event Licensor fails to make any installment payments payment due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales Sales and guaranteed minimum Guaranteed Minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed ProductsArticles, any advertising or promotional materials used in connection with the Licensed Products Articles or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "“Events of Default" ” by Licensee:
1. (i) the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. (ii) the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date thereforetherefor;
3. (iii) the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. (iv) the failure to maintain the insurance required by Article 12;
5. (v) the use of the Licensed Marks Xxxx in an unauthorized or unapproved manner;
6. (vi) Licensee's ’s use of other trademarks on or in association with the Licensed Products, without prior written consent of Licensor;
7. (vii) the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's ’s property, not dismissed within sixty (60) days, or Licensee's ’s making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. (viii) the material breach of any other material promise or agreement made herein (or any agreements or exhibits incorporated by reference herein) including but not limited to (1) the failure of Licensee to enter into a sublicense agreement with Perfumania as set forth in this Agreement including Section 2 hereof or (2) the failure of Licensee to launch the Licensed Products on retail shelves in commercially reasonable quantities by December, 2013.
B. In the event Licensee or Licensor fails to cure (i) an Event of Default within thirty Default, (30) days after written notice of default is transmitted to Licensee under Article 14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other in the event such Event of Default is curable) within sixty fifteen (6015) days after written notice of default is transmitted to Licensee or within such further period as Licensor the non-defaulting party may allow, this Agreement shall, at Licensor's optionthe option of the non-defaulting party, be terminated, on notice to Licensee, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royaltiesdefaulting party.
C. Upon the expiration or termination of this Agreement; orAgreement for any reason, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified in Article 16 below, will immediately discontinue use of the Licensed MarksXxxx, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or any of part thereofits parts, will promptly deliver and convey to Licensor within no later than ninety (90) days from such termination (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksXxxx and its designs, but not the bottle mold or tooling (that may not be used by Licensee following the termination of the Agreement other than to the extent that the components created using such molds or tooling or not distinctive and would not cause any consumer confusion as to source or origin between Licensee or Perfumania on the one hand and Licensor or Artist on the other hand), but which Licensor shall be entitled to purchase or recover as provided below; and (ii) all items affixed with likeness or reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx. In the event that this Agreement expires or is terminated by Licensor due to Licensee's ’s default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed Products, free of all liens and other encumbrances, at a price equal to Licensee's ’s cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: 50% at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the molds, which shall entitle Licensee to foreclose on its security interest wire transfer in the molds in the event Licensor fails to make any installment payments due within fifteen (15) days after receiving notice of defaultadvance. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's ’s submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's ’s default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales Sales and guaranteed minimum royalties Guaranteed Minimum Royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed Products, any advertising or promotional materials used in connection with the Licensed Products or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
Defaults; Termination. A. The following conditions and occurrences shall constitute "Events of Default" by Licensee:
1. (i) the failure to pay Licensor the full amount due it under any of the provisions of this Agreement by the prescribed date for such payment;
2. (ii) the failure to deliver full and accurate reports pursuant to any of the provisions of this Agreement by the prescribed due date therefore;
3. (iii) the making or furnishing of a knowingly false statement in connection with or as part of any material aspect of a report, notice or request rendered pursuant to this Agreement;
4. (iv) the failure to maintain the insurance required by Article 12;
5. (v) the use of the Licensed Marks Xxxx or Xxxxxxx Endorsement in an unauthorized or unapproved manner;
6. (vi) Licensee's use of other trademarks or in association with the Licensed ProductsArticles, without prior written consent of Licensor;
7. (vii) the commencement against Licensee of any proceeding in bankruptcy, or similar law, seeking reorganization, liquidation, dissolution, arrangement, readjustment, discharge of debt, or seeking the appointment of a receiver, trustee or custodian of all or any substantial part of Licensee's property, not dismissed within sixty (60) days, or Licensee's making of an assignment for the benefit of creditors, filing of a bankruptcy petition, its acknowledgment of its insolvency or inability to pay debts, or taking advantage of any other provision of the bankruptcy laws;
8. (viii) the material breach of any other material promise or agreement made herein.
B. In the event Licensee fails to cure (i) an Event of Default within thirty (30) days after written notice of default is transmitted to Licensee under Article 14A.314 A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default within sixty (60) days after written notice of default is transmitted to Licensee or within such further period as Licensor may allow, this Agreement shall, at Licensor's option, be terminated, on notice to Licensee, and all the Guaranteed Minimum Royalties for the Term shall become due, without prejudice to Licensor's right to receive other payments due or owing to Licensor under this Agreement or to any other right of Licensor, including the right to damages and/or equitable relief, except with respect to a failure to make all of the payments due under paragraph A of this Article 14, which shall only give rise to a right of termination and the payment of a termination fee of $100,000 by Licensor and not a right to recover Guaranteed Minimum Royalties.
C. D. Upon the expiration or termination of this Agreement; orAgreement for any reason, in the event this Agreement is not renewed as provided in Article 4 above; or, or in the event of the termination or expiration of a renewal term of this Agreement, Licensee, except as specified below, will immediately discontinue use of the Licensed MarksXxxx and the Roddick Endorsement, will not resume the use thereof or adopt any colorable imitation of the Licensed Marks Xxxx or the Roddick Endorsement or any of part thereofits parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) )
(i) all plates, engravings, silk-screens, or the like used to make or reproduce the Licensed MarksXxxx and the Roddick Endorsement and the Designs, but not the bottle mold or tooling which Licensor shall be entitled to purchase or recover as provided below; and (ii) all items affixed with likeness or reproductions of the Licensed XxxxXxxx and the Roddick Endorsement, whether Licensed ProductsArticles, labels, bags, hangers, tags or otherwise, and, upon request by Licensor, will assign to Licensor such rights as Licensee may have acquired in the Licensed MarksXxxx and the Roddick Endorsement. In the event that this Agreement expires or is terminated by Licensor due to Licensee's default, Licensor shall have an option, but not an obligation, to purchase any the bottle molds mold and tooling for the Licensed ProductsArticles, free of all liens and other encumbrances, at a price equal to Licensee's cost for same established by submission of xxxx(s) from supplier and satisfactory proof of payment for same. Licensor shall pay such cost as follows: fifty percent (50% %) at closing and the balance paid by six (6) equal monthly payments. Licensor shall, at the time it exercises its purchase option, enter into a security agreement with Licensee with respect to the moldsmold, which shall entitle Licensee to foreclose on its security interest in the molds mold in the event Licensor fails to make any installment payments payment due within fifteen (15) days after receiving notice of default. Licensor shall exercise its aforesaid option within thirty (30) days after Licensee's submission of documents establishing the cost thereofcost. Notwithstanding the foregoing, if Licensor has terminated this Agreement due to Licensee's default, Licensor, at its option, shall be entitled, in exercising its purchase option, to deduct from the cost price an amount equal to the sales Sales and guaranteed minimum Guaranteed Minimum royalties Licensor is entitled to recover, for which deduction Licensee shall receive a credit. In the event Licensor exercises its aforesaid option, Licensee shall be precluded forever from using the bottle molds or tools and from selling or otherwise transferring or licensing any rights whatsoever in the molds or tools to any third party. In the event that Licensor does not exercise its aforesaid option, Licensee shall not use the bottle molds or tools or sell or otherwise transfer or license any rights whatsoever in the bottle mold or tools to any third party for a period of two (2) years after the date of termination determination of the Agreementfair market value. In the event of any permitted use of the bottle mold and/or tools by Licensee, Licensee shall not use in connection therewith the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress associated with the Licensed ProductsArticles, any advertising or promotional materials used in connection with the Licensed Products Articles or any other markings or materials which would cause a reasonable consumer to believe that any new items sold using the bottle mold and tools are authorized by Licensor or in some way associated with the Licensed MarksXxxx. Any permitted sale or license of the bottle molds mold and/or tools by Licensee shall prohibit in writing the purchaser or licensee from using the Licensed MarksXxxx, and any confusingly similar trademarks trademark and any such trade dress, advertising, promotional materials, markings or other materials and shall expressly make Licensor a third party beneficiary of such provision.
Appears in 1 contract
