Common use of Expiration or Termination of Agreement Clause in Contracts

Expiration or Termination of Agreement. 9.1 In the event that GameTek materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty (30) days after receipt of notice from Take Two of such breach (in the case of any delay in receipt of final code approval from Nintendo for any Game Title, GameTek shall not be deemed to be in breach until the ninety (90) day period referred to in Section 5.1(d) has expired; however, GameTek shall have no further cure rights with respect thereto), then, without in any way limiting any of Take Two's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Take Two shall have the right at its sole election to terminate this Agreement with respect to the affected Game Title to which GameTek's material breach relates, upon written notice to GameTek (the "Termination Notice"). In such event, and without in any way limiting any of Take Two's rights and remedies, and notwithstanding any provision to the contrary contained herein, but only with respect to the affected Game Title which is the subject of the Termination Notice, GameTek shall pay to Take Two an amount equal to any unrecouped portion of the Guaranty allocable to such Game Title (as set forth on Schedule "A") and theretofore paid by Take Two to GameTek hereunder. All such amounts as described above may be deducted from payments to be made to GameTek hereunder, or Take Two shall have the option to require that GameTek repay to Take Two any such amount owed pursuant hereto, which GameTek shall do within thirty (30) days following Take Two's written request therefor. In addition, if so requested by Take Two, GameTek shall purchase from Take Two all remaining inventory with respect to the affected Game Title at Take Two's cost, and Take Two shall deliver such inventory to a location or locations designated by GameTek upon Take Two's receipt of such purchase price. Payment of any amount owing to Take Two hereunder shall be made within thirty (30) days of Take Two's invoice therefor. 9.2 In the event Take Two fails to render any accounting or pay any monies owing to GameTek hereunder or if Take Two otherwise materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty (30) days (in the case of a payment default, within two (2) business days after notice of default) after receipt of notice from GameTek of such breach, then without in any way limiting any of GameTek's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, GameTek shall have the right at its sole election to terminate this Agreement. 9.3 If either party to this Agreement files a petition in bankruptcy or is adjudged a bankrupt, or if a petition in bankruptcy is filed against such party and is not dismissed with prejudice within sixty (60) days (the "bankrupt or insolvent party"), the other party shall have the right to terminate this Agreement, upon written notice to the bankrupt or insolvent party. 9.4 Upon any expiration or termination of this Agreement, all rights granted to Take Two herein shall immediately revert to GameTek, with the consequences described below. If the expiration or termination relates to less than all Game Titles covered hereby, then the provisions of this Section 9.4 shall relate only to such affected Game Titles: (i) Take Two shall continue to satisfy all of its payment obligations then or at any time thereafter becoming due and payable; (ii) GameTek shall thereafter be free to distribute or authorize others to distribute the affected Game Titles; (iii) Take Two shall not thereafter advertise, distribute or sell Distributed Products incorporating the affected Game Titles, and will cease all display, advertising and use of related GameTek Property, except that Take Two may, if the termination of this Agreement was not by GameTek as a result of a breach or default by Take Two, sell off existing inventories of such Distributed Products in the Territory on a non-exclusive basis for a period of six (6) months (which is equal to the length of the sell-off period granted to GameTek under its licenses with Califon Productions, Inc.), subject to all the other terms and conditions hereof. If this Agreement is terminated by GameTek by reason of a breach or default by Take Two, then Take Two shall, at GameTek's request ship such inventory at Take Two's expense to GameTek's California warehouse promptly upon Take Two's receipt of payment by GameTek of Take Two's manufacturing cost for such inventory. In any case, Take Two shall, within ten (10) business days after any expiration or termination of the Exploitation Period for any Game Title, deliver to GameTek a complete and accurate statement indicating the number, description and whereabouts of all units of Distributed Products relating to such Game Title that are in Take Two's inventory as of the date of such expiration or termination of the applicable Exploitation Period; and (iv) Take Two shall return to GameTek all materials furnished to Take Two by GameTek hereunder with respect to the affected Game Titles or give evidence satisfactory to GameTek of their destruction. 9.5 Notwithstanding any contrary provision contained herein but subject to Take Two's exclusive rights with respect to Distributed Products in the Territory during the Basic Term, each of the parties acknowledges and agrees that during the term of this Agreement and thereafter each party shall be free to market, sell, distribute, license or sublicense or otherwise deal in or exploit any software titles, whether for use on personal computers or game console systems, including titles that may be competitive with the Game Titles, without any liability or obligation to the other party by reason thereof.

Expiration or Termination of Agreement. 9.1 In the event that GameTek materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty (30) days after receipt of notice from Take Two Distributor of such breach (in the case of any delay in receipt of final code approval from Nintendo for any Game Title, GameTek shall not be deemed to be in breach until the ninety (90) day period referred to in Section 5.1(d) has expired; however, GameTek shall have no further cure rights with respect thereto)breach, then, without in any way limiting any of Take TwoDistributor's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Take Two Distributor shall have the right at its sole election to terminate this Agreement with respect to the affected Game Title to which GameTek's material breach relates, upon written notice to GameTek (the "Termination Notice"). In such event, and without in any way limiting any of Take Two's rights and remedies, and notwithstanding any provision to the contrary contained herein, but only with respect to the affected Game Title which is the subject of the Termination Notice, GameTek shall pay to Take Two an amount equal to any unrecouped portion of the Guaranty allocable to such Game Title (as set forth on Schedule "A") and theretofore paid by Take Two to GameTek hereunder. All such amounts as described above may be deducted from payments to be made to GameTek hereunder, or Take Two shall have the option to require that GameTek repay to Take Two any such amount owed pursuant hereto, which GameTek shall do within thirty (30) days following Take Two's written request therefor. In addition, if so requested by Take Two, GameTek shall purchase from Take Two all remaining inventory with respect to the affected Game Title at Take Two's cost, and Take Two shall deliver such inventory to a location or locations designated by GameTek upon Take Two's receipt of such purchase price. Payment of any amount owing to Take Two hereunder shall be made within thirty (30) days of Take Two's invoice thereforGameTek. 9.2 In the event Take Two Distributor fails to render any accounting or pay any monies owing to GameTek hereunder within ten (10) days of the date on which due (subject to reasonable events of force majeure), or if Take Two Distributor otherwise materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty sixty (3060) days (in the case of a payment default, within two (2) business days after notice of default) after receipt of notice from GameTek of such breach, then without in any way limiting any of GameTek's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, GameTek shall have the right at its sole election to terminate this Agreement. 9.3 If either party to this Agreement files a petition in bankruptcy or is adjudged a bankrupt, or if a petition in bankruptcy is filed against such party and is not dismissed with prejudice within sixty ninety (6090) days (the "bankrupt or insolvent party"), the other party shall have the right to terminate this Agreement, upon written notice to the bankrupt or insolvent party. 9.4 Upon any expiration or termination of this Agreement, all rights granted to Take Two Distributor herein shall immediately revert to GameTek, with the consequences described below. If the expiration or termination relates to less than all Game Titles covered hereby, then the provisions of this Section 9.4 10.4 shall relate only to such affected Game Titles: (i) Take Two Distributor shall continue to satisfy all of its payment obligations then or at any time thereafter becoming due and payable; (ii) GameTek shall thereafter be free to distribute or authorize others to distribute the affected Game Titles; (iii) Take Two Distributor shall not thereafter advertise, distribute or sell Distributed Products incorporating the affected Game Titles, and will cease all display, advertising and use of related GameTek Property, except that Take Two Distributor may, if the termination of this Agreement was not by GameTek as a result of a breach or default by Take TwoDistributor, sell off existing inventories of such Distributed Products in the Territory on a non-exclusive basis for a period of six (6) months (which is equal to the length of the sell-off period granted to GameTek under its licenses with Califon Productions, Inc.)months, subject to all the other terms and conditions hereof. If this Agreement is terminated by GameTek by reason of a breach or default by Take TwoDistributor, then Take Two the Distributor shall, at GameTek's request option, list all such inventory and provide GameTek with evidence thereof satisfactory to GameTek, or ship such inventory (payment to be made by GameTek C.O.D. on receipt of such shipment) at Take TwoDistributor's expense to a location specified by GameTek's California warehouse promptly upon Take Two's receipt of payment by GameTek of Take Two's manufacturing cost for such inventory. In any case, Take Two shall, within ten (10) business days after any expiration or termination of the Exploitation Period for any Game Title, Distributor shall deliver to GameTek a complete and accurate statement indicating the number, description and whereabouts of all units of such Distributed Products relating to such Game Title that are in Take TwoDistributor's inventory as of the date of such expiration or termination of the applicable Exploitation Period; and (iv) Take Two After the expiration of the above referenced sell-off period, Distributor shall return to GameTek all materials furnished to Take Two Distributor by GameTek hereunder with respect to the affected Game Titles or or, at GameTek's election, give evidence satisfactory to GameTek of their destruction. 9.5 Notwithstanding any contrary provision contained herein but subject to Take TwoDistributor's exclusive rights with respect to Distributed Products in the Territory during the Basic Term, each of the parties acknowledges and agrees that during the term of this Agreement and thereafter each party shall be free to market, sell, distribute, license or sublicense or otherwise deal in or exploit any software titles, whether for use on personal computers or game console systems, including titles that may be competitive with the Game Titles, without any liability or obligation to the other party by reason thereof.

Expiration or Termination of Agreement. 9.1 (a) In the event that GameTek Gathering, for reasons within its control, fails to Deliver a Game Title referred to in this Agreement to T2 by a date which is sixty (60) days after the Delivery Date (the "Post Delivery Date"), or Gathering otherwise materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty (30) days after receipt of notice from Take Two T2 of such breach (in the case of any delay in receipt of final code approval from Nintendo for any Game Title, GameTek shall not be deemed to be in breach until the ninety (90) day period referred to in Section 5.1(d) has expired; however, GameTek shall have no further cure rights with respect thereto)breach, then, without in any way limiting any of Take TwoT2's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Take Two T2 shall have the right at its sole election to terminate this Agreement with respect only to the affected undelivered Game Title and/or Game Title to which GameTekGathering's material breach relates, upon written notice to GameTek Gathering (the "Termination Notice"). In such event, and without in any way limiting any of Take Two's rights and remedies, and notwithstanding any provision to the contrary contained herein, but only with respect to the affected Game Title which is the subject of the Termination Notice, GameTek Gathering shall pay to Take Two T2 an amount equal to any unearned and unrecouped portion of the Guaranty allocable to such Game Title (as set forth on Schedule "A") and Guarantee theretofore paid by Take Two T2 to GameTek hereunderGathering hereunder attributable to such undelivered Game Title. All such amounts as described above may shall be deducted from payments paid to be made to GameTek hereunder, or Take Two shall have T2 by the option to require that GameTek repay to Take Two any such amount owed pursuant hereto, which GameTek shall do Gathering within thirty ninety (3090) days following Take TwoT2's written request therefor. In addition, if so requested by Take Two, GameTek shall purchase from Take Two all remaining inventory with respect to the affected Game Title at Take Two's cost, and Take Two shall deliver such inventory to a location or locations designated by GameTek upon Take Two's receipt of such purchase price. Payment of any amount owing to Take Two hereunder shall be made within thirty (30) days of Take Two's invoice therefor. 9.2 (i) In the event Take Two fails to render any accounting or pay any monies owing to GameTek hereunder or if Take Two otherwise T2 materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured (which may include, at Gathering's election, the appointment of a substitute distributor acceptable to Gathering to perform T2's obligations hereunder with respect to such Game Title) within thirty (30) days (in the case of a payment default, within two (2) business days after notice of default) after receipt of notice from GameTek Gathering of such breach, then then, without in any way limiting any of GameTekGathering's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, GameTek Gathering shall have the right at its sole election to terminate this Agreement, but only with respect to such Game Title to which T2's material breach relates, upon written notice to T2. (ii) Upon any subsequent two (2) material breaches by T2 of this Agreement which such breaches are not cured within thirty (30) days after receipt of notice from Gathering of such breach, then, without in any way limiting an of Gathering's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Gathering shall have the right at its sole election to terminate this Agreement. 9.3 If (c) In the event either party to this Agreement files a petition in bankruptcy or is adjudged a bankruptbankruptcy, or if a petition in bankruptcy is filed against such party and is not dismissed with prejudice within sixty (60) days of the institution of such proceeding, or if such party becomes insolvent, or makes an assignment for the benefit of creditors, or if any receiver appointed for such party or its business is not discharged within sixty (60) days (for convenience, the "bankrupt or insolvent party"), the other party shall have the right to terminate this Agreement, upon written notice to the bankrupt or insolvent party. 9.4 (d) Upon any expiration or termination of the Term of this Agreement, all exclusive rights granted to Take Two T2 herein shall immediately forthwith revert to GameTek, Gathering with the consequences described below. If the expiration or termination relates to less than all Game Titles covered hereby, then the provisions of this Section 9.4 shall relate only to such affected Game Titlesfollowing consequences: (i) Take Two T2 shall continue to satisfy pay all of its payment obligations then or at any time thereafter becoming Net Monies which become due and payable;. (ii) GameTek Gathering shall thereafter be free to distribute or authorize engage others to distribute the affected Game Titles;Titles or to distribute them itself. (iii) Take Two T2 shall not thereafter advertise, distribute or sell Distributed Products incorporating the affected Game TitlesProducts, and will cease all display, advertising and use of related GameTek Gathering's Property, except that Take Two mayT2 may sell off, if the termination of this Agreement was not by GameTek as a result of a breach or default by Take Twomarket, advertise, distribute and sell off existing inventories of such the Distributed Products in the Territory on a non-exclusive basis for a period of six twelve (612) months (which is equal to the length of the sell-off period granted to GameTek under its licenses with Califon Productions, Inc.)months, subject to all the other terms and conditions hereof. If this Agreement is terminated by GameTek by reason of a breach or default by Take Two, then Take Two shall, at GameTek's request ship such inventory at Take Two's expense to GameTek's California warehouse promptly upon Take Two's receipt of payment by GameTek of Take Two's manufacturing cost for such inventory. In any case, Take Two shall, within ten (10) business days after any expiration or termination of the Exploitation Period for any Game Title, T2 shall deliver to GameTek Gathering a complete and accurate statement indicating the number, description and whereabouts of all units of the Distributed Products relating to such Game Title that are in Take TwoT2's inventory as of the date of such the expiration or termination of the applicable Exploitation Period; andTerm update such list on a monthly basis. (iv) Take Two T2 shall return to GameTek Gathering all materials and any copies or reproductions thereof furnished to Take Two T2 by GameTek Gathering hereunder with respect to the affected Game Titles or give satisfactory evidence satisfactory to GameTek of their destruction. 9.5 Notwithstanding any contrary provision contained herein but subject to Take Two's exclusive rights with respect to Distributed Products in the Territory during the Basic Term, each of the parties acknowledges and agrees that during the term of this Agreement and thereafter each party shall be free to market, sell, distribute, license or sublicense or otherwise deal in or exploit any software titles, whether for use on personal computers or game console systems, including titles that may be competitive with the Game Titles, without any liability or obligation to the other party by reason thereof.

Expiration or Termination of Agreement. 9.1 In 14.01 Upon any termination of this Agreement, Licensee and the event that GameTek materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty (30) days after receipt of notice from Take Two of such breach (in the case of any delay in receipt of final code approval from Nintendo for any Game Title, GameTek shall not be deemed to be in breach until the ninety (90) day period referred to in Section 5.1(d) has expired; however, GameTek shall have no further cure rights with respect thereto), then, without in any way limiting any of Take Two's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Take Two Tribal Casinos shall have the right at its sole election to terminate this Agreement continue to use and maintain the Licensed Products, along with respect the associated Bally Games and the Cabinets, already in operation, but subject to the affected Game Title to which GameTek's material breach relatescontinued payment of Royalties or Daily Fees, upon written notice to GameTek along with the following consequences: (the "Termination Notice"). In such event, and without in any way limiting any of Take Two's rights and remedies, and notwithstanding any provision a) all guaranteed minimums incurred prior to the contrary contained herein, but only with respect to date of termination shall be due and payable at the affected Game Title which is the subject end of the Termination Notice, GameTek applicable time period (except as provided in Section 13.01.C.). (b) Licensor shall pay thereafter be free to Take Two an amount equal license others to any unrecouped portion of use the Guaranty allocable to such Game Title Bally Games in the Territory; (as set forth on Schedule "A"c) and theretofore paid by Take Two to GameTek hereunder. All such amounts as described above may be deducted from payments to be made to GameTek hereunder, or Take Two Licensee shall have the option to require that GameTek repay to Take Two any such amount owed pursuant hereto, which GameTek shall do (i) within thirty (30) days following Take Two's written request therefor. In additiontermination of this Agreement, if so requested by Take Two, GameTek shall purchase from Take Two deliver a preliminary accounting and inventory to Licensor of all remaining inventory with respect Licensed Products on hand and all Licensed Products sold up to the affected Game Title at Take Two's costdate of such termination; (ii) within forty-five (45) days following such termination, deliver a final accounting and Take Two shall deliver such inventory to a location or locations designated by GameTek upon Take Two's receipt Licensor of such purchase price. Payment all Licensed Products on hand and all Licensed Products sold up to the date of any amount owing termination of this Agreement; (iii) make payment to Take Two hereunder shall be made Licensor of all monies then outstanding under this Agreement within thirty (30) days of Take Two's invoice therefor. 9.2 In the event Take Two fails to render any accounting or pay any monies owing to GameTek hereunder or if Take Two otherwise materially breaches this Agreement with respect to a Game Title hereunder and following such breach is not cured termination; (iv) certify within thirty forty-five (3045) days (in the case of a payment default, within two (2) business days after notice of default) after receipt of notice from GameTek of following such breach, then without in any way limiting any of GameTek's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, GameTek shall have the right at its sole election to terminate this Agreement. 9.3 If either party to this Agreement files a petition in bankruptcy or is adjudged a bankrupt, or if a petition in bankruptcy is filed against such party and is not dismissed termination full compliance with prejudice within sixty (60) days (the "bankrupt or insolvent party"), the other party shall have the right to terminate this Agreement, upon written notice including but not limited to the bankrupt provisions of this section; and (v) at Licensor's election, deliver to Licensor all unsold --- copies of the Licensed Products in inventory or insolvent party.destroy the remaining inventory and certify as to the remaining inventory's destruction (subject to subsection (d) below); 9.4 Upon any expiration or (d) in the event of termination of this Agreement, all rights granted to Take Two herein shall immediately revert to GameTek, with the consequences described below. If the expiration or other than a termination relates to less than all Game Titles covered hereby, then the provisions of this Section 9.4 shall relate only to such affected Game Titles: (i) Take Two shall continue to satisfy all of its payment obligations then or at any time thereafter becoming due and payable; (ii) GameTek shall thereafter be free to distribute or authorize others to distribute the affected Game Titles; (iii) Take Two shall not thereafter advertise, distribute or sell Distributed Products incorporating the affected Game Titles, and will cease all display, advertising and use of related GameTek Property, except that Take Two may, if the termination of this Agreement was not by GameTek Licensor as a result of a breach or default of this Agreement by Take TwoLicensee, subject to the provisions of Section 5 hereof, Licensee may continue to sell off existing inventories of such Distributed Products in the Territory on a non-exclusive basis for a period of six ninety (690) months days (which is equal subject to termination by Licensor as a result of a material breach of this Agreement by Licensee) after the effective date of termination ("Sell-Off Rights") all approved copies of the units of the Licensed Products produced prior thereto. Within fifteen (15) days following the termination of the Sell-Off Rights, Licensee shall (i) deliver a final accounting to Licensor containing the information specified for periodic statements; (ii) make payment of all monies due hereunder to Licensor; and (iii) deliver the remaining inventory to Licensor or, at Licensor's election, destroy the remaining inventory and certify as to the length of remaining inventory's destruction. 14.02 In the sell-off period granted to GameTek under its licenses with Califon Productions, Inc.), subject to all the other terms and conditions hereof. If event this Agreement is terminated by GameTek by reason as a result of a breach of this Agreement by Licensee or default subsequent to the Sell-Off Rights, all of Licensor's and its affiliates' and licensors' materials, including, without limitation, the Confidential Information (as defined below), shall be returned to Licensor by Take Two, then Take Two shall, at GameTek's request ship such inventory at Take Two's expense to GameTek's California warehouse promptly upon Take Two's receipt of payment by GameTek of Take Two's manufacturing cost for such inventory. In any case, Take Two shall, within ten (10) business days after any expiration Licensee and no further disposition or termination use of the Exploitation Period for any Game TitleLicensed Products, deliver to GameTek a complete other than the use and accurate statement indicating the number, description and whereabouts of all units of Distributed Products relating to such Game Title that are in Take Two's inventory as maintenance of the date of Licensed Products by Licensee or the Tribal Casinos which began prior to such expiration or termination of the applicable Exploitation Period; and (iv) Take Two shall return to GameTek all materials furnished to Take Two by GameTek hereunder with respect to the affected Game Titles or give evidence satisfactory to GameTek of their destruction. 9.5 Notwithstanding any contrary provision contained herein but subject to Take Two's exclusive rights with respect to Distributed Products in the Territory during the Basic Termtermination, each of the parties acknowledges and agrees that during the term of this Agreement and thereafter each party shall be free to market, sell, distribute, license or sublicense or otherwise deal in or exploit any software titles, whether for use on personal computers or game console systems, including titles that may be competitive with made without the Game Titles, without any liability or obligation to the other party by reason thereofprior written approval of Licensor.

Expiration or Termination of Agreement. 9.1 (a) In the event that GameTek Gathering, for reasons within its control, fails to Deliver a Game Title referred to in this Agreement to T2 by a date which is sixty (60) days after the Delivery Date (the "Post Delivery Date"), or Gathering otherwise materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured within thirty (30) days after receipt of notice from Take Two T2 of such breach (in the case of any delay in receipt of final code approval from Nintendo for any Game Title, GameTek shall not be deemed to be in breach until the ninety (90) day period referred to in Section 5.1(d) has expired; however, GameTek shall have no further cure rights with respect thereto)breach, then, without in any way limiting any of Take TwoT2's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Take Two T2 shall have the right at its sole election to terminate this Agreement with respect only to the affected undelivered Game Title and/or Game Title to which GameTekGathering's material breach relates, upon written notice to GameTek Gathering (the "Termination Notice"). In such event, and without in any way limiting any of Take Two's rights and remedies, and notwithstanding any provision to the contrary contained herein, but only with respect to the affected Game Title which is the subject of the Termination Notice, GameTek Gathering shall pay to Take Two T2 an amount equal to any unearned and unrecouped portion of the Guaranty allocable to such Game Title (as set forth on Schedule "A") and Guarantee theretofore paid by Take Two T2 to GameTek hereunderGathering hereunder attributable to such undelivered Game Title. All such amounts as described above may shall be deducted from payments paid to be made to GameTek hereunder, or Take Two shall have T2 by the option to require that GameTek repay to Take Two any such amount owed pursuant hereto, which GameTek shall do Gathering within thirty ninety (3090) days following Take TwoT2's written request therefor. In addition, if so requested by Take Two, GameTek shall purchase from Take Two all remaining inventory with respect to the affected Game Title at Take Two's cost, and Take Two shall deliver such inventory to a location or locations designated by GameTek upon Take Two's receipt of such purchase price. Payment of any amount owing to Take Two hereunder shall be made within thirty (30) days of Take Two's invoice therefor. 9.2 (i) In the event Take Two fails to render any accounting or pay any monies owing to GameTek hereunder or if Take Two otherwise T2 materially breaches this Agreement with respect to a Game Title hereunder and such breach is not cured (which may include, at Gathering's election, the appointment of a substitute distributor acceptable to Gathering to perform T2's obligations hereunder with respect to such Game Title) within thirty (30) days (in the case of a payment default, within two (2) business days after notice of default) after receipt of notice from GameTek Gathering of such breach, then then, without in any way limiting any of GameTekGathering's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, GameTek Gathering shall have the right at its sole election to terminate this Agreement, but only with respect to such Game Title to which T2's material breach relates, upon written notice to T2. (ii) Upon any subsequent two (2) material breaches by T2 of this Agreement which such breaches are not cured within thirty (30) days after receipt of notice from Gathering of such breach, then, without in any way limiting any of Gathering's other rights and remedies in such event, and notwithstanding any provision to the contrary contained herein, Gathering shall have the right at its sole election to terminate this Agreement. 9.3 If (c) In the event either party to this Agreement files a petition in bankruptcy or is adjudged a bankruptbankruptcy, or if a petition in bankruptcy is filed against such party and is not dismissed with prejudice within sixty (60) days of the institution of such proceeding, or if such party becomes insolvent, or makes an assignment for the benefit of creditors, or if any receiver appointed for such party or its business is not discharged within sixty (60) days (for convenience, the "bankrupt or insolvent party"), the other party shall have the right to terminate this Agreement, upon written notice to the bankrupt or insolvent party. 9.4 (d) Upon any expiration or termination of the Term of this Agreement, all exclusive rights granted to Take Two T2 herein shall immediately forthwith revert to GameTek, Gathering with the consequences described below. If the expiration or termination relates to less than all Game Titles covered hereby, then the provisions of this Section 9.4 shall relate only to such affected Game Titlesfollowing consequences: (i) Take Two T2 shall continue to satisfy pay all of its payment obligations then or at any time thereafter becoming Net Monies which become due and payable;. (ii) GameTek Gathering shall thereafter be free to distribute or authorize engage others to distribute the affected Game Titles;Titles or to distribute them itself. (iii) Take Two T2 shall not thereafter advertise, distribute or sell Distributed Products incorporating the affected Game TitlesProducts, and will cease all display, advertising and use of related GameTek Gathering's Property, except that Take Two mayT2 may sell off, if the termination of this Agreement was not by GameTek as a result of a breach or default by Take Twomarket, advertise, distribute and sell off existing inventories of such the Distributed Products in the Territory on a non-exclusive basis for a period of six twelve (612) months (which is equal to the length of the sell-off period granted to GameTek under its licenses with Califon Productions, Inc.)months, subject to all the other terms and conditions hereof. If this Agreement is terminated by GameTek by reason of a breach or default by Take Two, then Take Two shall, at GameTek's request ship such inventory at Take Two's expense to GameTek's California warehouse promptly upon Take Two's receipt of payment by GameTek of Take Two's manufacturing cost for such inventory. In any case, Take Two shall, within ten (10) business days after any expiration or termination of the Exploitation Period for any Game Title, T2 shall deliver to GameTek Gathering a complete and accurate statement indicating the number, description and whereabouts of all units of the Distributed Products relating to such Game Title that are in Take TwoT2's inventory as of the date of such the expiration or termination of the applicable Exploitation Period; andTerm update such list on a monthly basis. (iv) Take Two T2 shall return to GameTek Gathering all materials and any copies or reproductions thereof furnished to Take Two T2 by GameTek Gathering hereunder with respect to the affected Game Titles or give satisfactory evidence satisfactory to GameTek of their destruction. 9.5 Notwithstanding any contrary provision contained herein but subject to Take Two's exclusive rights with respect to Distributed Products in the Territory during the Basic Term, each of the parties acknowledges and agrees that during the term of this Agreement and thereafter each party shall be free to market, sell, distribute, license or sublicense or otherwise deal in or exploit any software titles, whether for use on personal computers or game console systems, including titles that may be competitive with the Game Titles, without any liability or obligation to the other party by reason thereof.