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 to fully cure such material breach 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 120 days prior written notice, if Network terminates delivery of the Service to all 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 Service 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.
Appears in 1 contract
Samples: Agreement (Playboy Enterprises Inc)
Early Termination Rights. (a) In addition Notwithstanding anything to Network's other rights at law the contrary in the Lease, provided no uncured default or breach shall then be in equity or pursuant to other provisions of this Agreement, Network may, by so notifying Affiliate, terminate this Agreement: effect under the Lease either (i) if Affiliate is in material breach of this Agreement, provided, however, that if such breach is as of the type that is curabledate of Lessee’s delivery of the First Notice of Termination (as hereinafter defined) or the Second Notice of Termination (as hereinafter defined), then Network shall not exercise its termination or other rights at law or in equity hereunder unless Network hasas applicable, by so notifying Affiliate in writing, given Affiliate at least thirty (30) days to fully cure such material breach 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 120 days prior written notice, if Network terminates delivery of the Service to all 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 Service 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 First Early Termination Date (as hereinafter defined) or the minimum Second Early Termination Date (as hereinafter defined), as applicable, Lessee shall have (x) a one-time necessary for Affiliate right to terminate its carriage the Lease for up to 25,602 square feet of Rentable Area, effective January 31, 2018 (the “First Early Termination Date”), and (y) a one-time right to terminate the Lease for all or a portion of the Service Premises occupied by Lessee as of Second Early Termination Date, effective January 31, 2020 (the “Second Early Termination Date”). Lessee shall exercise its early termination rights granted under this Section 10 by delivering written notice to Lessor of Lessee’s election to terminate this Lease (a “Notice of Termination”), which Notice of Termination, in compliance order to be timely and effective, shall be given, if at all, no later than six (6) months prior to the First Early Termination Date or Second Early Termination Date, as applicable. Should Lessee elect to terminate this Lease as herein provided, Lessee shall, concurrently with, and as a condition to the effectiveness of Lessee’s Notice of Termination, pay to Lessor an amount equal to the then not yet amortized portion of any leasing commissions and Tenant Improvement Allowance payable by Lessor in connection with applicable lawthis Lease which remain (amortization to be on a straight line basis). Upon written request by Lessee, Lessor shall provide Lessee with Lessor’s determination of the amount payable with respect to said unamortized commissions and Tenant Improvement Allowance. The foregoing termination right is personal to the named Lessee or any permitted transferee under Section 20.6 of the Original Lease and shall be deemed revoked and of no further force and effect following any Transfer (except a Transfer permitted and performed in accordance with Section 20.6 of the Original Lease).
Appears in 1 contract
Samples: Office Lease (Lifelock, Inc.)
Early Termination Rights. (a) In addition to Network's all other rights to termination specifically set forth in this Agreement or available at law or in equity or pursuant to other provisions of this Agreementequity, 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 to fully cure such material breach 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 either party shall have the right to terminate this Agreement only as if the other party has (a) breached any of its material obligations under this Agreement (unless the breach is cured within the thirty (30)-day period following receipt of notice of the breach; provided, that if a shorter or longer cure period is provided elsewhere in this Agreement for a particular breach, then such shorter or longer cure period shall apply and, in the case where immediate termination is provided for elsewhere in this Agreement, immediate termination shall apply. Each party agrees and acknowledges that there are certain breaches which are incapable of being cured and are therefore not subject to such System or Systemsthe thirty (30) day cure period); or (iib) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's its financial condition or its ability to meet its payment obligations; or (iiic) if had any involuntary petition in bankruptcy has been filed against Affiliateit, or any relief under any such law has been sought by any creditor (s) of Affiliateits creditors, unless such the involuntary petition is dismissed, or such the relief is denied, within thirty (30) days after it has been filed or sought; or (iv) . In addition to and without limiting the generality of the foregoing, EchoStar shall have the immediate right to terminate this Agreement without liability upon 120 days prior written notice, notice to Network if Network terminates delivery of the Service by Network to all distribution technologies; provided that if Network commences distribution EchoStar is discontinued or interrupted for a continuous period of a new service that contains any programming which is substantially similar sixty (60) days. In addition to any programming included other rights that EchoStar may have at law or in equity, any adjudicated breach by Network of the Service within twelve (12) months Subscription Agreement, the Certificate Of Designation And Preferences Of Interests To Be Represented By Special Series U Non-Voting Common Shares Of Current Media, LLC or Exhibit A thereto, entered into between EchoStar Media Holdings Corporation and Current Media, LLC dated as of such termination., Affiliate may, in its sole and absolute discretion, elect to carry such new service pursuant to the terms and conditions Effective Date; shall constitute a material breach 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, thenAgreement allowing EchoStar, at its exclusive option, to immediately terminate this Agreement. The right to terminate in any time during Januarycase shall be in addition to and without limiting any other rights or remedies the terminating party may have. For clarity, 1999, Network may EchoStar's right to terminate this Agreement as of shall apply with respect to the later of 120 days after Service on a channel per channel basis (i.e. EchoStar shall have the giving of such notice or the minimum time necessary for Affiliate right to terminate its carriage of the Service with respect to a particular channel or set of channels based upon Network's breach of this Agreement as it relates to such channel or channels without terminating this Agreement in compliance with applicable lawwhole).
Appears in 1 contract
Early Termination Rights. (a) In addition to Network's all other rights to termination specifically set forth in this Lease or available at law or in equity or pursuant to other provisions of this Agreementequity, 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 to fully cure such material breach 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 either party shall have the right to terminate this Agreement only as Lease if the other party has (i) breached any of its material obligations under this Lease (unless the breach is cured within the thirty (30)-day period following receipt of notice of the breach; provided, that if a shorter or longer cure period is provided elsewhere in this Lease for a particular breach, then such shorter or longer cure period shall apply and, in the case where immediate termination is provided for elsewhere in this Lease, immediate termination shall apply. Each party agrees and acknowledges that there are certain breaches which are incapable of being cured and are therefore not subject to such System or Systemsthe thirty (30) day cure period); or (ii) if Affiliate has filed a petition in bankruptcy, is insolventunable to pay current bills when due, or has sought relief under any law Law related to Affiliate's its financial condition or its ability to meet its payment obligations; or (iii) if had any involuntary petition in bankruptcy has been filed against Affiliateit, or any relief under any such law Law has been sought by any creditor (s) of Affiliateits creditors, unless such the involuntary petition is dismissed, or such the relief is denied, within thirty sixty (3060) days after it has been filed or sought. In addition, TESC shall have the right to terminate this Lease immediately and without liability (except for amounts payable to Playboy through the effective date of termination) upon notice to Playboy if any person or entity who, as of the Effective Date, did not possess, directly or indirectly, the power to direct or cause the direction of management or policies of Playboy or of Playboy Enterprises, Inc., whether by virtue of the ownership of voting stock, by contract or otherwise, later comes into possession of such power. In addition, TESC shall have the right to terminate this Lease immediately and without liability (except for amounts payable to Playboy through the effective date of termination) upon notice to Playboy if: (I) the delivery of any of the Services by Playboy to TESC is discontinued or interrupted for a continuous period of fifteen (15) days, (II) Playboy, or any executive officer or director of Playboy, is convicted in a court of competent jurisdiction of any criminal offense related to Adult content, (III) Playboy is found to have failed to comply with any Law related to Adult content, including, without limitation, the provisions of 18 U.S.C. 2257, (IV) Playboy is found to have falsified, or Playboy is criminally charged or indicted for falsifying, any documents, records or reports required by this Lease or any Law related to Adult content, (V) Playboy is criminally charged or indicted for, fraud, misrepresentation or illegal action in connection with this Lease, and/or (vi) Playboy assigns or attempts to assign this Lease in whole or in part. In addition to and not in limitation of the foregoing, in the event that TESC determines in good faith, in its sole discretion, that the activities contemplated under this Lease or any other circumstances, including without limitation an increase in obscenity prosecutions or citizen protests against adult-oriented products or services, may: (A) adversely impact the business, reputation, or goodwill of TESC and/or any of its Affiliates; or (ivB) result in the institution of civil, criminal, administrative or other proceedings against TESC and/or any of its Affiliates, or any of their officers, directors or employees, TESC will have the right to terminate this Lease after evaluating and implementing commercially reasonable methods to address TESC’s commercially reasonable concerns; provided, that TESC may only take action under this sentence in the event that it treats all providers of similar content in the same manner. In addition to and not in limitation of the foregoing, and notwithstanding any other provision of this Lease to the contrary, TESC may terminate this Lease for any reason or no reason in its sole judgment upon 120 thirty (30) days prior advance written noticenotice to Playboy, if Network terminates delivery without any liability to Playboy whatsoever (other than remitting any portion of Gross Revenues due and owing Playboy under this Lease as of the date of such termination). If by reason of regulatory or legislative action or interpretation, TESC’s provision of any Service programming violates any Law, rule, regulation or order as determined by a judgment on the merits in a court of competent jurisdiction (a “Judgment”), then TESC may take such actions as it deems necessary in its sole judgment to protect the business, reputation, and goodwill of TESC and/or any of its Affiliates and to prevent the institution of any such proceedings against TESC and/or any of its Affiliates, including without limitation termination of the Lease and suspension and/or restriction of the transmission of all or any of the Service to all 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 Territory or any portion of the Territory or to certain Subscribers within the Territory, but only in so far as it relates to the Service within or portion of the Service that is the subject of the Judgment. For clarity, TESC’s right to terminate this Lease shall apply with respect to the Services on a channel per channel basis (i.e. TESC shall have the right to terminate this Lease with respect to each Service based upon Playboy’s breach of this Lease as it relates to each such Service, without terminating this Lease in whole). For clarity, in lieu of the foregoing, TESC may terminate this Lease as a whole. Not earlier than fifteen (15) months for the Playboy TV Service, and not earlier than twelve (12) months for the fresh! Service, from the Effective Date, Playboy shall have the right to discontinue provision of such termination., Affiliate maythe applicable Service, in its sole and absolute discretion, elect provided, that, Playboy generally discontinues distribution of such Service to carry such new service pursuant to the terms all Distributors contemporaneously and conditions of this Agreement; shall not thereafter re-enter or (v) if by December 31, 1998, Affiliate is not then making re-introduce the Service available or any substantially similar service in Systems representing the lesser of (A) four million cable television subscribers; or (B) Systems representing forty percent (40%) market during the remainder 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.Term hereof. 12. *****
Appears in 1 contract
Early Termination Rights. (a) In addition to Network's all other rights to termination specifically set forth in this Lease or available at law or in equity or pursuant to other provisions of this Agreementequity, 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 to fully cure such material breach 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 either party shall have the right to terminate this Agreement only as Lease if the other party has (i) breached any of its material obligations under this Lease (unless the breach is cured within the thirty (30)-day period following receipt of notice of the breach; provided, that if a shorter or longer cure period is provided elsewhere in this Lease for a particular breach, then such shorter or longer cure period shall apply and, in the case where immediate termination is provided for elsewhere in this Lease, immediate termination shall apply. Each party agrees and acknowledges that there are certain breaches which are incapable of being cured and are therefore not subject to such System or Systemsthe thirty (30) day cure period); or (ii) if Affiliate has filed a petition in bankruptcy, is insolventunable to pay current bills when due, or has sought relief under any law related to Affiliate's its financial condition or its ability to meet its payment obligations; or (iii) if had any involuntary petition in bankruptcy has been filed against Affiliateit, or any relief under any such law has been sought by any creditor (s) of Affiliateits creditors, unless such the involuntary petition is dismissed, or such the relief is denied, within thirty sixty (3060) days after it has been filed or sought; . In addition, TESC shall have the right to terminate this Lease immediately and without liability (except for amounts payable to Playboy through the effective date of termination) upon notice to Playboy if any person or entity who, as of the Effective Date, did not possess, directly or indirectly, the power to direct or cause the direction of management or policies of Playboy or of Playboy Enterprises, Inc., whether by virtue of the ownership of voting stock, by contract or otherwise, later comes into possession of such power. Either party shall have the right to terminate this Lease in accordance with Section 15(f) of this Lease in the event of a Force Majeure. In addition, TESC shall have the right to terminate this Lease immediately and without liability (except for amounts payable to Playboy through the effective date of termination) upon notice to Playboy: (i) if the delivery of any of the Services by Playboy to TESC is discontinued or interrupted for a continuous period of fifteen (15) days, (ii) if Playboy, or any executive officer or director of Playboy, is convicted in a court of competent jurisdiction of any criminal offense related to Adult content, (iii) if Playboy fails to comply with any Law related to Adult content, including, without limitation, the provisions of 18 U.S.C. 2257, (iv) if TESC reasonably believes that Playboy has falsified, or Playboy is criminally charged or indicted for falsifying, any documents, records or reports required by this Lease or any Law related to Adult content, (v) if TESC reasonably believes that there is evidence of, or Playboy is criminally charged or indicted for, fraud, misrepresentation or illegal action in connection with this Lease, ***** and/or (vii) upon 120 days prior written notice, if Network terminates delivery any assignment by Playboy of all or any part of the Service Lease. In addition to all distribution technologies; provided that if Network commences distribution and not in limitation of a new service that contains any programming which is substantially similar to any programming included the foregoing, in the Service within twelve (12) months of such termination., Affiliate mayevent that TESC determines in good faith, in its sole and absolute discretion, elect to carry such new service pursuant to that the terms and conditions of activities contemplated under this Agreement; Lease or (v) if by December 31any other circumstances, 1998including without limitation an increase in obscenity prosecutions or citizen protests against adult-oriented products or services, Affiliate is not then making the Service available in Systems representing the lesser of may: (A) four million cable television subscribersadversely impact the business, reputation, or goodwill of TESC and/or any of its Affiliates; or (B) Systems representing forty percent result in the institution of civil, criminal, administrative or other proceedings against TESC and/or any of its Affiliates, or any of their officers, directors or employees, TESC will have the right to terminate this Lease after evaluating and implementing commercially reasonable methods to address TESC's commercially reasonable concerns; provided, that TESC may only take action under this sentence in the event that it treats all providers of similar content in the same manner. If by reason of regulatory or legislative action or interpretation, TESC's provision of any Service programming violates any law, rule, regulation or order as determined by a judgment on the merits in a court of competent jurisdiction (40%) a "Judgment"), then TESC may take such actions as it deems necessary in its sole judgment to protect the business, reputation, and goodwill of TESC and/or any of its Affiliates and to prevent the institution of any such proceedings against TESC and/or any of its Affiliates, including without limitation termination of the cable television subscribers in systems which are then both managed Lease 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 suspension and/or restriction of the later transmission of 120 days after the giving of such notice all or the minimum time necessary for Affiliate to terminate its carriage any of the Service in compliance the Territory or any portion of the Territory or to certain Subscribers within the Territory, but only in so far as it relates to the Service or portion of the Service that is the subject of the Judgment. For clarity, TESC's right to terminate this Lease shall apply with applicable law.respect to the Services on a channel per channel basis (i.e. TESC shall have the right to terminate the Services with respect to a particular channel or set of channels based upon Playboy's breach of this Lease as it relates to such channel or channels without terminating this Lease in whole). *****
Appears in 1 contract
Samples: Playboy Enterprises Inc
Early Termination Rights. (a) In addition to Network's all other rights to termination specifically set forth in this Agreement or available at law or in equity or pursuant to other provisions of this Agreementequity, 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 to fully cure such material breach 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 either party shall have the right to terminate this Agreement only as if the other party has (a) breached any of its material obligations under this Agreement (unless the breach is cured within the thirty (30)-day period following receipt of notice of the breach; provided, that if a shorter or longer cure period is provided elsewhere in this Agreement for a particular breach, then such shorter or longer cure period shall apply and, in the case where immediate termination is provided for elsewhere in this Agreement, immediate termination shall apply. Each party agrees and acknowledges that there are certain breaches which are incapable of being cured and are therefore not subject to such System or Systemsthe thirty (30) day cure period); or (iib) if Affiliate has filed a petition in bankruptcy, is insolvent, or has sought relief under any law related to Affiliate's its financial condition or its ability to meet its payment obligations; or (iiic) if had any involuntary petition in bankruptcy has been filed against Affiliateit, or any relief under any such law has been sought by any creditor (s) of Affiliateits creditors, unless such the involuntary petition is dismissed, or such the relief is denied, within thirty (30) days after it has been filed or sought; or (iv) . In addition to and without limiting the generality of the foregoing, EchoStar shall have the immediate right to terminate this Agreement without liability upon 120 days prior written notice, notice to Network if Network terminates delivery of the Service by Network to all distribution technologies; provided that if Network commences distribution EchoStar is discontinued or interrupted for a continuous period of a new service that contains any programming which is substantially similar sixty (60) days. In addition to any programming included other rights that EchoStar may have at law or in equity, any adjudicated breach by Network of the Service within twelve (12) months Subscription Agreement, the Certificate Of Designation And Preferences Of Interests To Be Represented By Special Series U Non-Voting Common Shares Of Current Media, LLC or Exhibit A thereto, entered into between EchoStar Media Holdings Corporation and Current Media, LLC dated as of such termination., Affiliate may, in its sole and absolute discretion, elect to carry such new service pursuant to the terms and conditions Effective Date; shall constitute a material breach 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, thenAgreement allowing EchoStar, at its exclusive option, to immediately terminate this Agreement. The right to terminate in any time during Januarycase shall be in addition to and without limiting any other rights or remedies the terminating party may have. For clarity, 1999, Network may EchoStar's right to terminate this Agreement as of shall apply with respect to the later of 120 days after Service on a channel per channel basis (i.e. EchoStar shall have the giving of such notice or the minimum time necessary for Affiliate right to terminate its carriage of the Service with respect to a particular channel or set of channels based upon Network's breach of this Agreement as it relates to such channel or channels without terminating this Agreement in compliance with applicable lawwhole). [*] [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Appears in 1 contract
