Common use of EARLY TERMINATION AND DEFAULT Clause in Contracts

EARLY TERMINATION AND DEFAULT. Microsoft may terminate this Agreement immediately upon notice if StarTek: (i) fails to strictly comply with Section(s) 5 or 9 of this Agreement, (ii) makes or attempts to make an assignment in violation of Section 16(a) of this Agreement, or (iii) experiences an Insolvency Event of Default, as defined below. In addition to the foregoing, Microsoft or StarTek may terminate this Agreement without cause with * notice in writing. The rights and remedies provided herein to the parties shall not be exclusive and are in addition to any other rights and remedies provided by law. In the event a non-defaulting party in its discretion elects not to terminate this Agreement, such election shall not be a waiver of any claims of that party for a default(s). Further, the non-defaulting party may elect to leave this Agreement in full force and effect and to institute legal action against the defaulting party for specific performance and/or damages suffered by such party as a result of the default(s). For purposes of this Agreement, an "Insolvency Event of Default" shall be deemed to have occurred in the event the applicable party fails to formally dismiss the Insolvency Event of Default within * after commencement of any of the following proceedings: (v) any party admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of its creditors; (w) a proceeding is instituted, voluntarily or otherwise, by or against any party seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement adjustment or composition of it or its debt, which is not dismissed within *; (x) a proceeding is instituted against any party seeking to appoint a receiver, trustee or similar official for it or for any substantial part of its property; (y) a party ceases to pay its debts as they become due; or (z) any party becomes Insolvent, as defined elsewhere herein. Notwithstanding the foregoing, Microsoft may, at its sole discretion, immediately terminate this Agreement if, due to StarTek's lack of diligence, StarTek engages in or permits its subcontractor(s) to engage in the unauthorized replication and/or distribution of Product(s). StarTek will diligently attempt to prevent any unauthorized replication and/or distribution of Product(s) by StarTek employees or any subcontractor and will cooperate fully with Microsoft to that end. Microsoft may, at its sole discretion, immediately terminate StarTek's right to subcontract the replication and/or assembly of Product(s), in accordance with Section 6 of this Agreement, if Microsoft determines that StarTek's subcontractor is or has been involved in the unauthorized replication and/or distribution of Product(s) or any third party products.

EARLY TERMINATION AND DEFAULT. Microsoft may terminate this Agreement immediately upon notice if StarTek: (i) fails to strictly comply with Section(s) 5 4 or 9 8 of this Agreement, (ii) makes or attempts to make an assignment in violation of Section 16(a15(a) of this Agreement, or (iii) experiences an Insolvency Event of Default, as defined below. In addition to the foregoing, Microsoft or StarTek may terminate this Agreement without cause with * notice in writing. The rights and remedies provided herein to the parties shall not be exclusive and are in addition to any other rights and remedies provided by law. In the event a non-defaulting party in its discretion elects not to terminate this Agreement, such election shall not be a waiver of any claims of that party for a default(s). Further, the non-defaulting party may elect to leave this Agreement in full force and effect and to institute legal action against the defaulting party for specific performance and/or damages suffered by such party as a result of the default(s). For purposes of this Agreement, an "Insolvency Event of Default" shall be deemed to have occurred in the event the applicable party fails to formally dismiss the Insolvency Event of Default within * after commencement of any of the following proceedings: (vx) any party admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of its creditors; (wy) a proceeding is instituted, voluntarily any affirmative act of insolvency by any party or otherwise, the filing by or against any party seeking to adjudicate it a bankrupt of any petition or insolventaction under any bankruptcy, reorganization, insolvency arrangement, liquidation, dissolution or moratorium law, or seeking reorganizationany other law or laws for the relief of, arrangement adjustment or composition of it or its debtrelating to, which is not dismissed within *; (x) a proceeding is instituted against any party seeking to appoint a receiver, trustee or similar official for it or for any substantial part of its property; (y) a party ceases to pay its debts as they become duedebtors; or (z) the subjection of a material part of any party's property to any levy, seizure, assignment or sale for or by any creditor, third party becomes Insolvent, as defined elsewhere hereinor governmental agency. Notwithstanding the foregoing, Microsoft may, at its sole discretion, immediately terminate this Agreement if, due to StarTek's lack of diligence, StarTek engages in or permits its subcontractor(s) to engage in the unauthorized replication and/or distribution of Product(s). StarTek will diligently attempt to prevent any unauthorized replication and/or distribution of Product(s) by StarTek employees or any subcontractor and will cooperate fully with Microsoft to that end. Microsoft may, at its sole discretion, immediately terminate StarTek's right to subcontract the replication and/or assembly of Product(s), in accordance with Section 6 5 of this Agreement, if Microsoft determines that StarTek's subcontractor is or has been involved in the unauthorized replication and/or distribution of Product(s) or any third party products.

EARLY TERMINATION AND DEFAULT. Microsoft MICROSOFT may terminate this Agreement immediately upon notice if StarTek: (i) fails to strictly comply with Section(s) 5 or Sections 4 and/or 9 of this Agreement, (ii) makes or attempts to make an assignment in violation of Section 16(a) of this Agreement, or (iii) experiences an Insolvency Event of Default, as defined below. In addition to the foregoing, Microsoft or StarTek MICROSOFT may terminate this Agreement without cause with * notice in writing. The rights and remedies provided herein to the parties shall not be exclusive and are in addition to any other rights and remedies provided by law. In the event a non-defaulting party in its discretion elects not to terminate this Agreement, such election shall not be a waiver of any claims of that party for a default(s). Further, the non-defaulting party may elect to leave this Agreement in full force and effect and to institute legal action against the defaulting party for specific performance and/or damages suffered by such party as a result of the default(s). For purposes of this Agreement, an "Insolvency Event of Default" shall be deemed to have occurred in the event the applicable party fails to formally dismiss the Insolvency Event of Default within * after commencement of any of the following proceedings: (vx) any party admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of its creditors; (wy) a proceeding is instituted, voluntarily any affirmative act of insolvency by any party or otherwise, the filing by or against any party seeking to adjudicate it a bankrupt of any petition or insolventaction under any bankruptcy, reorganization, insolvency arrangement, liquidation, dissolution or moratorium law, or seeking reorganizationany other law or laws for the relief of, arrangement adjustment or composition of it or its debtrelating to, which is not dismissed within *; (x) a proceeding is instituted against any party seeking to appoint a receiver, trustee or similar official for it or for any substantial part of its property; (y) a party ceases to pay its debts as they become duedebtors; or (z) the subjection of a material part of any party's property to any levy, seizure, assignment or sale for or by any creditor, third party becomes Insolvent, as defined elsewhere hereinor governmental agency. Notwithstanding the foregoing, Microsoft MICROSOFT may, at its sole discretion, immediately terminate this Agreement if, due to StarTek's lack of diligence, StarTek engages in or permits its subcontractor(s) to engage in the unauthorized replication and/or distribution of Product(s). StarTek will diligently attempt to prevent any unauthorized replication and/or distribution of Product(s) by StarTek employees or any subcontractor and will cooperate fully with Microsoft MICROSOFT to that end. Microsoft MICROSOFT may, at its sole discretion, immediately terminate StarTek's right to subcontract the replication and/or assembly of Product(s), in accordance with Section 6 5 of this Agreement, if Microsoft MICROSOFT determines that StarTek's subcontractor is or has been involved in the unauthorized replication and/or distribution of Product(s) or any third party products. In addition, MICROSOFT may terminate this Agreement by notice in writing to StarTek if StarTek shall change its organisation or methods of doing business so as in MICROSOFT's sole opinion to be able less effectively to carry out its duties hereunder or if there is a change of control of StarTek. For the purposes of this Agreement an entity is "controlled" by another if that other either directly or through its control of another company or legal entity: (1) holds the majority of voting rights in it; (2) is a member of it and has the right to appoint or remove a majority of its board of directors; or (3) is a member of it and controls alone, under an agreement with other shareholders or members, the majority of the voting rights in it.

EARLY TERMINATION AND DEFAULT. Microsoft StarTek Pacific may terminate this Agreement immediately upon notice if StarTekMentor Media: (i) fails to strictly comply with Section(s) 5 4 or 9 8 of this Agreement, (ii) makes or attempts to make an assignment in violation of Section 16(a15(a) of this Agreement, or (iii) experiences an Insolvency Event of Default, as defined below. In addition to the foregoing, Microsoft StarTek Pacific or StarTek Mentor Media may terminate this Agreement without cause with * notice in writing. The rights and remedies provided herein to the parties shall not be exclusive and are in addition to any other rights and remedies provided by law. In the event a non-defaulting party in its discretion elects not to terminate this Agreement, such election shall not be a waiver of any claims of that party for a default(s). Further, the non-defaulting party may elect to leave this Agreement in full force and effect and to institute legal action against the defaulting party for specific performance and/or damages suffered by such party as a result of the default(s). For purposes of this Agreement, an "Insolvency Event of Default" shall be deemed to have occurred in the event the applicable party fails to formally dismiss the Insolvency Event of Default within * after commencement of any of the following proceedings: (vx) any party admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of its creditors; (wy) a proceeding is instituted, voluntarily any affirmative act of insolvency by any party or otherwise, the filing by or against any party seeking to adjudicate it a bankrupt of any petition or insolventaction under any bankruptcy, reorganization, insolvency arrangement, liquidation, dissolution or moratorium law, or seeking reorganizationany other law or laws for the relief of, arrangement adjustment or composition of it or its debtrelating to, which is not dismissed within *; (x) a proceeding is instituted against any party seeking to appoint a receiver, trustee or similar official for it or for any substantial part of its property; (y) a party ceases to pay its debts as they become duedebtors; or (z) the subjection of a material part of any party's property to any levy, seizure, assignment or sale for or by any creditor, third party becomes Insolvent, as defined elsewhere hereinor governmental agency. Notwithstanding the foregoing, Microsoft StarTek Pacific may, at its sole discretion, immediately terminate this Agreement if, due to StarTekMentor Media's lack of diligence, StarTek Mentor Media engages in or permits its subcontractor(s) to engage in the unauthorized replication and/or distribution of Product(s). StarTek Mentor Media will diligently attempt to prevent any unauthorized replication and/or distribution of Product(s) by StarTek Mentor Media employees or any subcontractor and will cooperate fully with Microsoft StarTek Pacific to that end. Microsoft StarTek Pacific may, at its sole discretion, immediately terminate StarTekMentor Media's right to subcontract the replication and/or assembly of Product(s), in accordance with Section 6 5 of this Agreement, if Microsoft StarTek Pacific determines that StarTekMentor Media's subcontractor is or has been involved in the unauthorized replication and/or distribution of Product(s) or any third party products.

EARLY TERMINATION AND DEFAULT. Microsoft may terminate this Agreement immediately upon notice if StarTek: (i) fails to strictly comply with Section(s) 5 or 9 of this Agreement, (ii) makes or attempts to make an assignment in violation of Section 16(a) of this Agreement, or (iii) experiences an Insolvency Event of Default, as defined below. In addition to the foregoing, Microsoft or StarTek may terminate this Agreement without cause with * notice in writing. The rights and remedies provided herein to the parties shall not be exclusive and are in addition to any other rights and remedies provided by law. In the event a non-defaulting party in its discretion elects not to terminate this Agreement, such election shall not be a waiver of any claims of that party for a default(s). Further, the non-defaulting party may elect to leave this Agreement in full force and effect and to institute legal action against the defaulting party for specific performance and/or damages suffered by such party as a result of the default(s). For purposes of this Agreement, an "Insolvency Event of Default" shall be deemed to have occurred in the event the applicable party fails to formally dismiss the Insolvency Event of Default within * after commencement of any of the following proceedings: (v) any party admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of its creditors; (w) a proceeding is instituted, voluntarily or otherwise, by or against any party seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement adjustment or composition of it or its debt, which is not dismissed within *; (x) a proceeding is instituted against any party seeking to appoint a receiver, trustee or similar official for it or for any substantial part of its property; (y) a party ceases to pay its debts as they become due; or (z) any party becomes Insolvent, as defined elsewhere herein. " Notwithstanding the foregoing, Microsoft may, at its sole discretion, immediately terminate this Agreement if, due to StarTek's lack of diligence, StarTek engages in or permits its subcontractor(s) to engage in the unauthorized replication and/or distribution of Product(s). StarTek will diligently attempt to prevent any unauthorized replication and/or distribution of Product(s) by StarTek employees or any subcontractor and will cooperate fully with Microsoft to that end. Microsoft may, at its sole discretion, immediately terminate StarTek's right to subcontract the replication and/or assembly of Product(s), in accordance with Section 6 of this Agreement, if Microsoft determines that StarTek's subcontractor is or has been involved in the unauthorized replication and/or distribution of Product(s) or any third party products.