Common use of EFFECTIVENESS, TERM AND TERMINATION Clause in Contracts

EFFECTIVENESS, TERM AND TERMINATION. 6.1. This Agreement shall become effective upon execution of the Settlement Agreement. 6.2 Unless otherwise stated, the term of the licenses granted herein shall end when the last patent to issue of any of the patents licensed herein expires, regardless of its filing date or date of issuance. 6.3 If any Party (the "breaching party") fails to substantially perform any material obligation of such Party set forth in this Agreement, and such failure is continuing more than sixty (60) days after the other Party (the "non-breaching party") gives the breaching party notice Subject to Federal Rule of Evidence 408 and Analogous State Law Principles and Written Nondisclosure Agreement Commitments Patent Cross-License Agreement of such failure, the non-breaching party shall be entitled to recover its actual damages resulting from such breach and may elect, without further notice, to be excused from future performance hereunder. Such election shall not affect the non-breaching party's right to recover its actual damages or to seek specific performance or other equitable relief. 6.4 A Party may, upon written notice to the other Party, terminate its rights under this Agreement or the rights granted to any of its Subsidiaries, Distributors or End Users. In the event that one Party elects to terminate rights with respect to itself or a particular Subsidiary, Distributor or End User, the covenants, licenses and rights granted under this Agreement to any other Persons shall not be affected in any way. 6.5 Notwithstanding anything contained herein to the contrary, if at any time PVI or Sportvision: (i) is acquired by a Competitor of the Other Party; (ii) acquires a Competitor of the Other Party; or (iii) merges with a Competitor of the Other Party, either directly or indirectly, through one or more transactions, such that the beneficial ownership of the fully diluted share capital pre-acquisition or pre-merger is diluted by more than fifty percent (50%) post-acquisition or post-merger, then the other Party shall have the right to terminate this Agreement within thirty (30) days following receipt of notice of such completed merger or acquisition. Such termination shall not affect the releases granted in Article 4. For the avoidance of doubt, the surviving entity in any permitted acquisition of, or permitted merger with, a Party may assume this Agreement.

EFFECTIVENESS, TERM AND TERMINATION. 6.1. This 21.1 The Agreement shall become effective upon execution signing of this Agreement and shall have a fixed term of two (2) years. 21.2 Subject to Section 20, the Agreement may be terminated with immediate effect by giving notice thereof to the other Party, 21.2.1 by the Company or Acorn if (a) the Exchange Offer lapses as result of non-satisfaction of the Settlement Agreement. 6.2 Unless otherwise statedOffer Conditions prior to the End Date; provided, however, that the term of the licenses granted herein shall end when the last patent to issue terminating Party is not then in breach, in any material respect, of any of its material covenants or agreements under this Agreement relating to the patents licensed herein expiresrelevant Closing Condition; and/or (b) the respective other Party violates its material obligations under this Agreement and such a violation has not been cured within thirty (30) Business Days after the breach has been made known by the terminating Party, regardless save for all other claims for damages resulting from any breach of its filing date or date of issuanceany obligation under this Agreement; and/or (c) the Exchange Offer has not been settled by the End Date. 6.3 If any Party 21.2.2 by the Company in the following cases: (a) the "breaching party"Offer Consideration offered in the Exchange Offer is lower than the Offer Consideration agreed in Section 5.2.1; (b) fails the Exchange contains offer conditions that differ (in anything other than de minimis respects) from those specified in Section 5.2.3; (c) the intentions of Acorn as published in the Offer Document with regard to substantially perform any material obligation the strategy of such Party Acorn differ materially from those set forth in this Agreement; (d) the offer document of a Superior Offer has been published by a third party and (i) the Bidder has not amended the Exchange Offer to match such Superior Offer in the period set out in Section 10.2.2 and, as a consequence thereof and such failure is continuing more than sixty (60ii) days the Management Board and Supervisory Board are entitled to support the Superior Offer under the provisions of this Agreement; provided, however, that the Company has negotiated with Acorn in good faith following or prior to publication of the offer document of the Superior Offer; or 21.2.3 by Acorn if: (a) the Management Board and/or Supervisory Board does not recommend to Alpine Shareholders to accept the Exchange Offer in its Reasoned Statement in accordance with Section 10.2 or withdraws the Reasoned Statement or amends the Reasoned Statement in any way that could impair, interfere with, hinder, delay or otherwise adversely affect the consummation of the Exchange Offer; and/or (b) a Superior Offer has been settled; and/or (c) in the period between the date of the Agreement and the Publication of the Offer Document a Target Material Adverse Change or Material Compliance Violation occurs. 21.3 Notice of any termination must be given in writing and must be made within ten (10) Business Days after the other terminating Party (having become aware of the "non-breaching party") gives event triggering a termination right. In the breaching party notice Subject event of termination of this Agreement, this Agreement shall have no further effect, save for Sections 21 to Federal Rule 25 but without prejudice to the accrued rights of Evidence 408 and Analogous State Law Principles and Written Nondisclosure Agreement Commitments Patent Cross-License Agreement of such failure, the non-breaching party shall be entitled to recover its actual damages resulting from such breach and may elect, without further notice, to be excused from future performance hereundereach Party upon termination. Such election The termination shall not affect the non-breaching party's right of any Party to recover claim damages pursuant to applicable laws due to fraud or the willful and material breach by another Party of its actual damages or to seek specific performance or other equitable reliefobligations under this Agreement. 6.4 A Party may, upon written notice to the other Party, terminate its rights under this Agreement or the rights granted to any of its Subsidiaries, Distributors or End Users. In the event that one Party elects to terminate rights with respect to itself or a particular Subsidiary, Distributor or End User, the covenants, licenses and rights granted under this Agreement to any other Persons shall not be affected in any way. 6.5 Notwithstanding anything contained herein to the contrary, if at any time PVI or Sportvision: (i) is acquired by a Competitor of the Other Party; (ii) acquires a Competitor of the Other Party; or (iii) merges with a Competitor of the Other Party, either directly or indirectly, through one or more transactions, such that the beneficial ownership of the fully diluted share capital pre-acquisition or pre-merger is diluted by more than fifty percent (50%) post-acquisition or post-merger, then the other Party shall have the 21.4 The right to terminate this Agreement within thirty for good cause (30aus wichtigem Xxxxx) days following receipt shall remain unaffected. Good cause shall exist where the terminating Party, taking into account all circumstances of notice the specific case and weighing the interests of such completed merger or acquisitionthe Parties, cannot reasonably be expected (unzumutbar) to continue the contractual relationship through the remainder of the agreed fixed term (Section 314 para. Such termination shall not affect 1 sent. 1 of the releases granted in Article 4. For the avoidance of doubt, the surviving entity in any permitted acquisition of, or permitted merger with, a Party may assume this AgreementGerman Civil Code (Bürgerliches Gesetzbuch)).

EFFECTIVENESS, TERM AND TERMINATION. 6.1. This 13.1 The Agreement shall shall, with respect to the future operation and governance of the Business Combination, become effective upon execution the Closing. 13.2 The Agreement shall have a fixed term, ending twentyfour (24) months after the date of the Settlement Offer Announcement. Any intentions expressed in this Agreement do not extend beyond the term of this Agreement. 6.2 Unless otherwise stated, 13.3 The Agreement may be terminated with immediate effect (a) by the term Company or the Bidder (acting in its own name and on behalf of the licenses granted herein shall end when Parent) if the last patent to issue Takeover Offer lapses as result of any non-satisfaction of the patents licensed herein expires, regardless Offer Conditions unless the Bidder has approached the Company within four (4) Business Days from non-satisfaction of its filing date or date the Offer Conditions with a view to consent to a new takeover offer for the Company and the Company has agreed to a consequent offer within four (4) further Business Days; (b) by the Company in the following cases: (i) the Offer Document has not been published within thirtyfive (35) Business Days from signing of issuance.this Agreement; 6.3 If any Party (ii) the "breaching party"Offer Price offered in the Takeover Offer is lower than the Offer Price agreed in section 2.3; (iii) fails the Takeover Offer contains completion conditions that materially differ from those specified in section 2.5; (iv) the intentions of the Parent and/or the Bidder as published in the Offer Document with regard to substantially perform any material obligation the strategy of such Party the Parent and/or the Bidder differ materially from those set forth in this Agreement, unless such difference has been requested by BaFin as a condition for clearance of the Takeover Offer; (v) a Superior Offer has been launched by a third party and the Bidder has not amended the Takeover Offer to match such failure is continuing more Superior Offer in the period set out in section 4.3 (b); or (vi) the Parent or the Bidder have breached any material provision of this Agreement; (c) by the Bidder (in its own name and on behalf of the Parent) in the following cases: (i) the Company has breached any material provision of this Agreement; or (ii) the Management Board and/or the Supervisory Board do not issue, or withdraw the Reasoned Statement other than sixty due to the Bidder and/or the Parent failing to comply with the Recommendation Requirements pursuant to sections 4.3 (60a) days and 4.3 (c). 13.4 Notice of any termination must be given in writing and must be made within ten (10) Business Days after the other terminating Party (having become aware of the "non-breaching party") gives the breaching party notice Subject to Federal Rule of Evidence 408 and Analogous State Law Principles and Written Nondisclosure Agreement Commitments Patent Cross-License Agreement of such failure, the non-breaching party shall be entitled to recover its actual damages resulting from such breach and may elect, without further notice, to be excused from future performance hereunder. Such election shall not affect the non-breaching party's right to recover its actual damages or to seek specific performance or other equitable relief. 6.4 A Party may, upon written notice to the other Party, terminate its rights under this Agreement or the rights granted to any of its Subsidiaries, Distributors or End Usersevent triggering a termination right. In the event that one Party elects to terminate rights with respect to itself or a particular Subsidiaryof termination of this Agreement, Distributor or End User, the covenants, licenses and rights granted under this Agreement shall have no further effect save for those provisions the surviving of which is expressly agreed on in this Agreement (and which shall remain in full force and effect) but without prejudice to any other Persons shall not be affected in any waythe accrued rights of each Party upon termination. 6.5 Notwithstanding anything contained herein to the contrary, if at any time PVI or Sportvision: (i) is acquired by a Competitor of the Other Party; (ii) acquires a Competitor of the Other Party; or (iii) merges with a Competitor of the Other Party, either directly or indirectly, through one or more transactions, such that the beneficial ownership of the fully diluted share capital pre-acquisition or pre-merger is diluted by more than fifty percent (50%) post-acquisition or post-merger, then the other Party shall have the 13.5 The right to terminate this Agreement within thirty for good cause (30aus wichtigem Xxxxx) days following receipt shall remain unaffected. Good cause shall exist where the terminating Party, taking into account all circumstances of notice the specific case and weighing the interests of such completed merger or acquisition. Such termination shall the Parties, cannot affect reasonably be expected (unzumutbar) to continue the releases granted in Article 4. For contractual relationship through the avoidance remainder of doubt, the surviving entity in any permitted acquisition of, or permitted merger with, a Party may assume this Agreementagreed fixed term (section 314 (1) sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch)).

EFFECTIVENESS, TERM AND TERMINATION. 6.119.1. This The Agreement shall become effective upon execution will have a fixed term, ending three (3) years from the date of the Settlement AgreementOffer Announcement. 6.2 Unless otherwise stated19.2. The Agreement may be terminated with immediate effect: (a) by the Company on the one hand or the Bidder on the other hand if (1) the Tender Offer lapses and is not, or is not capable of being, consummated by the term Drop Dead Date as result of a Closing Failure, provided, however, that the licenses granted herein shall end when the last patent to issue terminating Party is not then in breach, in any material respect, of any of its material covenants or agreements under this Agreement relating to the patents licensed herein expiresrelevant Closing Condition; and/or (2) the respective other Party violates its material obligations under this Agreement and such violation has not been cured within five (5) Business Days after the breach has been notified by the terminating Party, regardless save for any obligations to negotiate in good faith and to enter into a Revised Transaction as set forth in Section 9.1 and save for the obligation to pay the Break Fee pursuant to Section 20 and save for all other claims for damages resulting from any breach of its filing date or date of issuanceany obligation under this Agreement, provided, however, the Company shall not have the termination rights set forth in this Section 19.2(a) if the Company intends to terminate this Agreement in order to accept a Superior Proposal, it being understood that Section 19.2(b)(6) shall remain unaffected. 6.3 If any Party (b) by the "breaching party"Company if: (1) fails The Bidder’s decision to substantially perform any material obligation launch the Tender Offer has not been published without undue delay upon signing of such Party this Agreement; (2) the Offer Document has not been published by February 10, 2016; (3) the consideration offered in the Tender Offer is lower than the Offer Consideration agreed to under Section 4.4; (4) the Tender Offer contains closing conditions that are broader than the Closing Conditions specified in Section 4.5; (5) the intentions of the Bidder as published in the Offer Document with regard to its strategy or intentions differ from those set forth in this Agreement, provided, however, that such difference was not due to any requirement of BaFin or the SEC and such failure is continuing more than sixty does not materially adversely affect the interest of the Company, its shareholders and/or other stakeholders; (606) days after the other Party Management Board and/or the Supervisory Board no longer support the Tender Offer as they have determined and informed the Bidder as set forth in Section 6.4(a) to pursue a Superior Proposal, provided, however, that the Company has negotiated with the Bidder in good faith following or prior to publication of the Superior Proposal; (c) by the "non-breaching party"Bidder if: (1) gives the breaching party notice Subject to Federal Rule Management Board and/or the Supervisory Board does not issue or withdraws its Reasoned Statement or amend the Reasoned Statement in any way that could jeopardize the success of Evidence 408 and Analogous State Law Principles and Written Nondisclosure Agreement Commitments Patent Cross-License Agreement of such failurethe Tender Offer; (2) following a Required Amendment, the non-breaching party shall be entitled to recover its actual damages resulting Bidder in compliance with the terms of this Agreement refrains from such breach and may elect, without further notice, to be excused from future performance hereunder. Such election shall not affect publishing the non-breaching party's right to recover its actual damages or to seek specific performance or other equitable reliefOffer Document. 6.4 A Party may, upon written notice to the other Party, terminate its rights under this Agreement or the rights granted to any of its Subsidiaries, Distributors or End Users19.3. In the event that one Party elects to terminate rights with respect to itself or a particular Subsidiary, Distributor or End User, the covenants, licenses and rights granted under this Agreement to any other Persons shall not be affected in any way. 6.5 Notwithstanding anything contained herein to the contrary, if at any time PVI or Sportvision: (i) is acquired by a Competitor of the Other Party; (ii) acquires a Competitor of the Other Party; or (iii) merges with a Competitor of the Other Party, either directly or indirectly, through one or more transactions, such that the beneficial ownership of the fully diluted share capital pre-acquisition or pre-merger is diluted by more than fifty percent (50%) post-acquisition or post-merger, then the other Party shall have the The right to terminate this Agreement for good cause (aus wichtigem Xxxxx) shall remain unaffected. Good cause shall exist where the terminating Party, taking into account all circumstances of the specific case and weighing the interests of the Parties, cannot reasonably be expected (unzumutbar) to continue the contractual relationship through the remainder of the agreed fixed term (Section 314 para. 1 sentence 1 German Civil Code (Bürgerliches Gesetzbuch)). 19.4. Notice of any termination must be given in writing and must be made within thirty ten (3010) days following receipt Business Days after the terminating Party has become aware of notice the factual circumstances on which a termination right is based and any good-faith negotiations have failed. In the event of such completed merger or acquisition. Such termination shall not affect the releases granted in Article 4. For the avoidance of doubt, the surviving entity in any permitted acquisition of, or permitted merger with, a Party may assume this Agreement, this Agreement shall have no further effect, save for Section 2.3 and Section 19 through Section 22.