EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Amazon hereby acknowledges that CDD may be unable to license particular programs to Amazon on the terms set forth in this Agreement due to, among other things, certain arrangements between CDD and individuals involved in the production or financing of such program that require CDD to obtain the approval of such individuals prior to the licensing of such program. CDD’s failure to obtain such necessary approvals or to license any such program to Amazon under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. Such programs shall not be delivered by CDD hereunder and shall not be deemed Included Programs.

EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Licensee hereby acknowledges that Licensor may be unable to license a program to Licensee on the terms set forth in this Agreement due to certain arrangements between Licensor and individuals involved in the production or financing of such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program. In any such circumstance, Licensor hereby agrees to use reasonable, good faith business efforts to obtain the approvals necessary to allow Licensor to license such program to Licensee under the terms of this Agreement without ties to any terms that have not generally been agreed to by Other Distributors of such program to which such terms equally applies. Notwithstanding anything contained herein to the contrary, Licensor and Licensee hereby agree that Licensor’s inability to obtain such necessary approvals and to license any such program to Licensee under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Licensor is unable to obtain such necessary approvals, Licensor shall give Licensee written notice thereof and shall have no further obligations to Licensee with respect to such program. Such written notice shall be provided by Licensor’s legal counsel and Licensor shall not utilize this exclusion right as a pretext to deprive Licensee of such program. If Licensor is unable to license a specific program to Licensee pursuant to this provision, Licensor acknowledges and agrees that it shall similarly be unable to (and shall not) license such program to any other VOD/PPV distributors to whom the reason for such exclusion equally applies.

EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Comcast hereby acknowledges that Studio may be unable to license a program to Comcast on the terms set forth in this Agreement due to certain arrangements between Studio and individuals involved in the production or financing of such program that require Studio to obtain the approval of such individuals prior to the licensing of such program (“Third Party Exclusion Right”). In any such circumstance, Studio hereby agrees to use commercially reasonable efforts to obtain the approvals necessary to allow Studio to license such program to Comcast under the terms of this Agreement. Notwithstanding anything contained herein to the contrary, Studio and Comcast hereby agree that Studio’s inability to obtain such necessary approvals and to license any such program to Comcast under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Studio is unable to obtain such necessary approvals, Studio shall give Comcast written notice thereof and shall have no further obligations to Comcast with respect to such program so long as Studio promptly makes commercially reasonable efforts to provide Comcast with a reasonably comparable substitute program as an Included Program to distribute on the Licensed Service.

EXCLUSION RIGHT. Upon execution of a Promotional Agreement, @Home shall provide written notice thereof by fax or e-mail to a designated contact person at each Cable Parent. Such written notice shall include (i) the identity of the content provider, (ii) a description outlining in reasonable detail the content to be offered by such provider, (iii) the position in the National Area to be assigned to such content provider, and (iv) an outline of the other terms and conditions of such Promotional Agreement. Each Cable Parent will thereafter have the right to exercise its Cable Parent Exclusion Right with respect to Specified Promotions as to some or all of its Affiliated Operators distributing the @Home Service. In order to exercise such right, the Cable Parent shall deliver reasonable notice of its exercise of the Cable Parent Exclusion Right to @Home which will become effective within a reasonable period of time after such notice. An exercise of the Cable Parent Exclusion Right shall result in (x) the exclusion from the National Area of any or all Specified Promotions (as defined below) with respect to a Specified Brand (as designated by the applicable Cable Parent) and (y) the replacement of such promotions (e.g., replacement of the excluded "button") by other promotions of the same type (e.g., replacement of an excluded button with another button) as selected by @Home.

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Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

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