Common use of Early Termination Rights Clause in Contracts

Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of this Agreement, Network may, by notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; provided, however, that if such breach is of the type that is curable, then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by notifying Affiliate in writing, given Affiliate at least thirty (30) days from the time such notice is received by Affiliate to cure such material breach fully and to demonstrate to Network that such material breach has been cured, and provided further, that if such breach is confined to a System or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief under any such law has been sought by any creditor(s) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territory. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by notifying Network, terminate this Agreement: (i) if Network is in material breach of this Agreement; provided, however, if such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by notifying Network, given Network at least thirty (30) days from the time such notice is sent, to cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall apply; (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen (15) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen (15) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.

Appears in 2 contracts

Samples: Affiliation Agreement (Current Media, Inc.), Affiliation Agreement (Current Media, Inc.)

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Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of this Agreement, Network may, by so notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; provided, however, that if such breach is of the type that is curable, then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by so notifying Affiliate in writing, given Affiliate at least thirty (30) days from the time such notice is received by Affiliate to cure such material breach fully and to demonstrate to Network that such material breach has been cured, and provided further, that if such breach is confined to a System or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; or (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief under any such law has been sought by any creditor(s) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, denied within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territory. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by so notifying Network, terminate this Agreement: (i) if Network is in material breach of this Agreement; , provided, however, if such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by notifying Network, given Network at least thirty (30) days from the time such notice is sent, to cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall apply; (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen (15) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen (15) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.then

Appears in 1 contract

Samples: Affiliation Agreement (Tci Music Inc)

Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of this Agreement, Network may, by so notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; provided, however, that if such breach is of the type that is curable, then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by so notifying Affiliate in writing, given Affiliate at least thirty (30) days from the time such notice is received by Affiliate to fully cure such material breach fully and to demonstrate to Network that such material breach has been cured, and provided further, that if such breach is confined to a System or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; or (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief relief' under any such law has been sought by any creditor(s) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, denied within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territory. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by so notifying Network, terminate this Agreement: (i) if Network is in material breach of this Agreement; provided, however, if such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by so notifying Network, given Network at least thirty (30) days from the time such notice is sentreceived by Network, to fully cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall apply; or (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen thirty (1530) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen thirty (1530) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.

Appears in 1 contract

Samples: Affiliation Agreement (International Family Entertainment Inc)

Early Termination Rights. (a) In addition Affiliate shall have the option to Network's other rights at law or in equity or terminate this Agreement as of March 31, 2007, with no liability associated therefor, upon written notice to Network no later than December 31, 2006; provided that if Affiliate elects to terminate this Agreement pursuant to other provisions this Section 10(a), then Affiliate’s exclusivity with regard to the distribution of this Agreementthe Service shall terminate on February 1, 2007 and Affiliate shall, on or before April 30, 2007, return to Network all Receiving Equipment paid for by Network pursuant to Section 5(b) herein. (b) Network may, by notifying Affiliateproviding Affiliate with thirty (30) days’ prior notice, terminate this Agreement: (i) Agreement if Affiliate is in material breach of this Agreement; provided, however, provided that if such breach is of the type that is curable, then Network Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by notifying Affiliate in writing, given Affiliate at least have thirty (30) days from the time Network’s notice of such notice is received by Affiliate breach to cure such material breach fully and to demonstrate to Network that such material breach has been cured, and breach; provided further, that if Affiliate is diligently pursuing a cure of such breach and such breach cannot reasonably be cured within a thirty (30)-day cure period, then, provided Affiliate continues to diligently pursue a cure, the cure period shall automatically be extended for an additional sixty (60) days; provided, however, if such breach is confined to a System single breach by a Station or two (2) Stations during the Term, then Network shall have the right to terminate this Agreement only as to such Station or Stations and if such breach occurs in connection with three (3) or more Stations and/or a limited number Station breaches the Agreement on two (2) or more occasions, in each case at any time during the Term, regardless of Systemswhether any such breaches occur simultaneously (i.e., each breach is counted separately regardless of when such breach occurs), then Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations. Network retains the right at all times during the Term to discontinue its distribution of the Service in its entirety and to terminate this Agreement on at least ninety (90) days’ prior notice without any liability therefor to Affiliate. In the event that a Station initially listed on Exhibit A does not launch the Service by the Launch Date as required by Section 3(f), Network shall have the right to terminate this Agreement only as to such System Station, but if three (3) or Systems; more Stations initially listed on Exhibit A do not launch the Service by the pertinent Launch Date for each such Station as required by Section 3(f), Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such Station or Stations, subject in each case to the thirty (30) day right to cure set forth above. In addition, in the event that any Station, for any reason other than as a result of an FCC Preemption, preempts more than (i) two (2) consecutive hours of Service programming, (ii) if Affiliate has filed a petition more than four (4) hours of Service programming in bankruptcythe aggregate in any consecutive sixty (60)-day period, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; and/or (iii) more than ten (10) hours of Service programming in the aggregate in any consecutive twelve (12)-month period, Network, at its option, shall have the right to terminate this Agreement only as to such Station, but if three (3) or more Stations preempt programming in amounts described in (i), (ii) or (iii) above and/or a Station preempts programming in amounts described in (i), (ii) or (iii) above on three (3) or more occasions, in each case at any involuntary petition time during the Term, regardless of whether such preemptions are simultaneous among the Stations (i.e., each preemption is counted separately regardless of when such preemption occurs), Network, at its option, shall have the right to terminate this Agreement in bankruptcy has been filed against its entirety or only as to such Stations. If contractual obligations with the Primary Network interfere in any way with Affiliate’s full, prompt and complete performance hereunder (including Affiliate’s exercise of its right to remodulate and/or reduce the bit rate of the signal of the Service pursuant to Section 5(d) if such technological manipulation degrades or adversely interferes with the audio or video Signal of the Service in a manner perceptible by the average Service viewer), Network, at its option, shall have the right to terminate this Agreement only as to any affected Station or Stations and if such interference occurs in connection with three (3) or more Stations at any time during the Term, regardless of whether any such interference occurs simultaneously (i.e., each interference event is counted separately regardless of when such interference occurs), then Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such affected Station or Stations. In the event that Network terminates this Agreement as to a particular Station or several Stations, or any relief under any such law has been sought by any creditor(s) of Affiliatein its entirety pursuant to this Section 10(b), unless such involuntary petition is dismissed, or such relief is deniedAffiliate shall, within thirty (30) days after it has been filed or sought; or (ivof termination, return to Network all Receiving Equipment related to such Station(s) upon at least ninety (90paid for by Network pursuant to Section 5(b) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territoryherein. (bc) In addition to Affiliate's ’s other rights at law or in equity or pursuant to other provisions of terminate this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by notifying Networkproviding Network with thirty (30) days’ prior notice, terminate this Agreement: (i) Agreement if Network is in material breach of this Agreement; provided, however, if such breach is of the type provided that is curable, then Affiliate Network shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by notifying Network, given Network at least have thirty (30) days from the time Affiliate’s notice of such notice is sent, breach to cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case provided further, that if Network is diligently pursuing a cure of such shorter breach and such breach cannot reasonably be cured within a thirty (30)-day cure period, then the cure period shall apply; automatically be extended for an additional sixty (ii60) days. In addition, if Network has filed a petition in bankruptcyterminates this Agreement as to three (3) or more Stations during the Term pursuant to its rights under Section 10(b), is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Networkthen, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on upon at least fifteen ninety (1590) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen (15) days’ prior written notice, during which fifteen (15)-day period Network Affiliate shall have the opportunity right to cure such discontinuance or disruptionterminate this Agreement in its entirety.

Appears in 1 contract

Samples: Affiliation Agreement (Tube Media Corp.)

Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of this Agreement, Network may, by so notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; , provided, however, that if such breach is of the type that is curable, then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by so notifying Affiliate in writing, given Affiliate at least thirty (30) days from the time such notice is received by Affiliate to fully cure such material breach fully and to demonstrate to Network that such material breach has been cured, and provided further, that if such breach is confined to a System or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; or (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief under any such law has been sought by any creditor(screditor (s) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' 120 days prior notice to Affiliatewritten notice, if Network permanently ceases all distribution and exhibition terminates delivery of the Service (including any substitutes and replacements therefor) to all distributors distribution technologies; provided that if Network commences distribution of a new service that contains any programming which is substantially similar to any programming included in the TerritoryService within twelve (12) months of such termination., Affiliate may, in its sole and absolute discretion, elect to carry such new service pursuant to the terms and conditions of this Agreement; or (v) if by December 31, 1998, Affiliate is not then making the Service available in Systems representing the lesser of (A) four million cable television subscribers; or (B) Systems representing forty percent (40%) of the cable television subscribers in systems which are then both managed and directly or indirectly owned at least ten percent (10%) by Tele-Communications, Inc. ("TCI") or a subsidiary of TCI, then, at any time during January, 1999, Network may terminate this Agreement as of the later of 120 days after the giving of such notice or the minimum time necessary for Affiliate to terminate its carriage of the Service in compliance with applicable law. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by so notifying Network, terminate this Agreement: (i) if Network is in material breach of this Agreement; , provided, however, if such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by so notifying Network, given Network at least thirty (30) days from the time such notice is sent, to fully cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall apply; or (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen (15) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen (15) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.

Appears in 1 contract

Samples: Affiliation Agreement (Playboy Enterprises Inc)

Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of terminate this Agreement, Network may, by notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; provided, however, that if Agreement and Affiliate has not cured such breach is of the type that is curable, then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by notifying Affiliate in writing, given Affiliate at least within thirty (30) days from the time of Network's notice of such notice is received by Affiliate to cure such material breach fully and to demonstrate to Network that such material breach has been curedbreach; provided, and provided further, that if such breach is confined to a System or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; however, (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief under any such law has been sought by any creditor(s) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territory. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of terminate this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by notifying Network, terminate this Agreement: (i) if Network is in material breach of this Agreement; provided, however, if Agreement and Network has not cured such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by notifying Network, given Network at least within thirty (30) days from the time of Affiliate's notice of such notice is sent, to cure such material breach fully and to demonstrate to Affiliate that such material breach has been curedbreach, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall will apply; (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen (15) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen (15) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.

Appears in 1 contract

Samples: Affiliation Agreement (Hispanic Television Network Inc)

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Early Termination Rights. (a) a. In addition to NetworkPlayboy's other rights at law or in equity or pursuant to other provisions of this Agreement, Network Playboy may, by so notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; provided, however, that if such breach is of the type that is curable, then Network Playboy shall not exercise its termination or other rights at law or in equity hereunder unless Network Playboy has, by so notifying Affiliate in writing, given Affiliate at least thirty (30) *** days from the time such notice is received by Affiliate to fully cure such material breach fully and to demonstrate to Network Playboy that such material breach has been cured, and provided further, that if such breach is confined to a System ; or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has ***Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. been filed against Affiliate, or any relief under any such law has been sought by any creditor(s) creditors of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, denied within thirty (30) *** days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territory. (b) b. In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by so notifying NetworkPlayboy, terminate this Agreement: (i) if Network Playboy is in material breach of this Agreement; provided, however, if such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by so notifying NetworkPlayboy, given Network Playboy at least thirty (30) *** days from the time such notice is sentreceived by Playboy, to fully cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall apply; or (ii) if Network Playboy has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to NetworkPlayboy's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against NetworkPlayboy, or any relief under any such law has been sought by any creditor(s) creditors of NetworkPlayboy, unless such involuntary petition is dismissed, or such relief is denied, denied within thirty (30) *** days after it has been filed or sought; or (iv) on at least fifteen (15) days' notice in the event that delivery of the Service is discontinued or interrupted for a continuous period of fifteen (15) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.***

Appears in 1 contract

Samples: DBS License Agreement (Playboy Enterprises Inc)

Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of terminate this Agreement, Network may, by notifying Affiliateproviding Affiliate with thirty (30) days' prior notice, terminate this Agreement: (i) Agreement if Affiliate is in material breach of this Agreement; provided, however, provided that if such breach is of the type that is curable, then Network Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by notifying Affiliate in writing, given Affiliate at least have thirty (30) days from the time Network's notice of such notice is received by Affiliate breach to cure such material breach fully and to demonstrate to Network that such material breach has been curedbreach; provided, and provided furtherhowever, that if such breach is confined to a System Station or to a limited number of SystemsStations, Network then Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such System Station or Systems; (ii) if Stations. In addition, Network may, by providing Affiliate has filed a petition with notice, terminate this Agreement as to each Station listed on EXHIBITS A-1 and/or A-2 that does not launch the Service in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief under any such law has been sought by any creditor(saccordance with Section 3(g) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territorythis Agreement. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of terminate this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by notifying Networkproviding Network with thirty (30) days' prior notice, terminate this Agreement: (i) Agreement if Network is in material breach of this Agreement; provided, however, if such breach is of the type provided that is curable, then Affiliate Network shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by notifying Network, given Network at least have thirty (30) days from the time Affiliate's notice of such notice is sent, breach to cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case provided further, that if Network is diligently pursuing a cure of such shorter breach and such breach cannot reasonably be cured within a thirty (30)-day cure period, then the cure period shall apply; automatically be extended for an additional sixty (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen (1560) days' notice . Additionally, in the event that delivery Affiliate assigns or transfers the FCC license of a Station to an entirely unaffiliated third-party, then Affiliate may terminate this Agreement as to such Station only without any liability therefor to Network on at least ninety (90) days' prior notice, provided by Affiliate to Network, of the Service FCC's grant of consent to such assignment or transfer or upon consummation of such assignment or transfer, whichever is discontinued later; provided, however, that in such an event, Affiliate shall first provide written notice to Network within five (5) calendar days of the filing of an assignment or interrupted transfer of control application with the FCC and Affiliate's exclusivity as to the DMA of such Station shall terminate upon Network's receipt of such notice from Affiliate. Upon Network's request, Affiliate shall use commercially reasonable efforts to require such third party assignee or transferee to negotiate in good faith with Network regarding the terms for continued distribution of the Service. Any failure by Affiliate (i) to give Network notice of (A) the filing of an assignment or transfer of control application with the FCC; or (B) the FCC's grant of consent to such assignment or transfer; each as required by this Section 10(b); or (ii) to use commercially reasonable efforts to require any third party assignee or transferee to negotiate in good faith with Network regarding the terms for continued distribution of the Service, shall each be deemed a continuous period material breach of fifteen (15) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruptionthis Agreement.

Appears in 1 contract

Samples: Affiliate Agreement (AGU Entertainment Corp.)

Early Termination Rights. (a) In addition to Network's other rights at law or in equity or pursuant to other provisions of this Agreement, Network may, by so notifying Affiliate, terminate this Agreement: (i) if Affiliate is in material breach of this Agreement; , provided, however, that if such breach is of the type that is curable, then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network has, by so notifying Affiliate in writingAffiliate, given Affiliate at least thirty (30) days from the time such notice is received by Affiliate to fully cure such material breach fully and to demonstrate to Network that such material breach has been cured, and provided further, that if such breach is confined to a System or to a limited number of Systems, Network shall have the right to terminate this Agreement only as to such System or Systems; or (ii) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Affiliate, or any relief under any such law has been sought by any creditor(s) of Affiliate, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) upon at least ninety (90) days' prior notice to Affiliate, if Network permanently ceases all distribution and exhibition of the Service (including any substitutes and replacements therefor) to all distributors in the Territory. (b) In addition to Affiliate's other rights at law or in equity or pursuant to other provisions of this Agreement, and in addition to any other right to terminate provided hereunder, Affiliate may, by so notifying Network, terminate this Agreement: (i) if Network is in material breach of this Agreement; , provided, however, if such breach is of the type that is curable, then Affiliate shall not exercise its termination or other rights at law or in equity hereunder unless Affiliate has, by so notifying Network, given Network at least thirty (30) days from the time such notice is sent, to fully cure such material breach fully and to demonstrate to Affiliate that such material breach has been cured, unless a shorter cure period is specified elsewhere in this Agreement for a specific breach, in which case such shorter cure period shall apply; or (ii) if Network has filed a petition in bankruptcy, is insolvent or has sought relief under any law related to Network's financial condition or its ability to meet its payment obligations; or (iii) if any involuntary petition in bankruptcy has been filed against Network, or any relief under any such law has been sought by any creditor(s) of Network, unless such involuntary petition is dismissed, or such relief is denied, within thirty (30) days after it has been filed or sought; or (iv) on at least fifteen (15) days' notice in the event that delivery of the Service is discontinued or interrupted any Force Majeure provided for in Section 10 of this Agreement which continues for a continuous period of fifteen thirty (1530) days, during which fifteen (15)-day period Network shall have the opportunity to cure such discontinuance or disruption.

Appears in 1 contract

Samples: Affiliation Agreement (Playboy Enterprises Inc)

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