Common use of Expiration or Termination Clause in Contracts

Expiration or Termination. A. This Agreement and the Licensee shall commence on the date hereof and continue until October 1, 1998 and shall thereafter renew automatically for successive one (1) year periods unless either Party gives the other written notice of cancellation at least thirty (30) days prior to the end of the initial term or any subsequent yearly anniversary date. It shall immediately terminate: (1) if Licensee or the Sublicensee liquidates, dissolves, shall be adjudicated insolvent, files or has filed against it a petition in bankruptcy or for reorganization, takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy or (2) if Nestor's right to license to Licensee any Third-Party Software terminates or expires. B. Either Party may terminate this Agreement and the License by written notice to the other Party, if such other Party shall breach any provision of this Agreement and such breach continues for at least thirty (30) days after notice thereof, Xxxxxx may terminate this Agreement and the License by written notice to the Licensee, or if the Sublicensee shall breach any provision of the Letter Agreement and such breach continues for at least thirty (30) days after notice thereof to the Sublicensee and the Licensee. C. Termination or expiration of this Agreement and the License shall not release Licensee from any of its obligations or liabilities accrued or incurred under this Agreement, or rescind or give rise to any right to rescind any payment made or other consideration given hereunder. Upon termination or expiration of this Agreement and the License, Licensee and the Sublicensee shall cease all marketing and other activities under the License and shall (i) (at Nestor's election) immediately deliver to Xxxxxx or irretrievably destroy, or cause to be so delivered or destroyed, any and all Copies of the Xxxxxx Software in whatever form and any written or other materials relating to the Xxxxxx Software in Licensee's possession, custody or control and (ii) within thirty (30) days deliver to Xxxxxx a certification thereof.

Expiration or Termination. A. This Agreement and the Licensee License shall commence expire on the later of (i) the last date hereof and continue until October 1, 1998 and shall thereafter renew automatically for successive one of expiration of any patent or copyright licensed under the License or (1ii) year periods unless either Party gives the other written notice of cancellation at least thirty (30) days prior to the end date all Subject Know-How becomes part of the initial term or any subsequent yearly anniversary datepublic domain. It This Agreement and the License shall immediately terminate: (1) terminate if Licensee or the Sublicensee liquidates, dissolves, shall be adjudicated insolvent, files a petition in bankruptcy or for reorganization, has filed against it a petition in bankruptcy or for reorganizationreorganization and such petition is not dismissed within one hundred and twenty (120) days of the date of filing, takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy or (2) if Nestor's right to license to Licensee any Third-Party Software terminates or expiresbankruptcy. B. Either Party may terminate this Agreement and the License by written notice to the other Party, if such other Party shall breach default in the payment or performance of any provision of this Agreement its obligations hereunder and such breach default continues for at least thirty (30) days after notice thereof, Xxxxxx . Licensor may terminate this Agreement and the License by upon written notice to the Licensee, or if the Sublicensee shall breach any provision of the Letter Agreement and such breach continues for at least thirty License delivered within one hundred twenty (30120) days after notice thereof the end of any Year of This Agreement, if the amount of royalties paid by Licensee to Licensor hereunder for such Year of This Agreement is less than ten per cent (10%) of the Sublicensee and the Licenseeapplicable Minimum Royalty for such Year of This Agreement. C. Provided it is then not in breach of this Agreement, Licensee may terminate this Agreement and the License on any anniversary date of the date hereof by delivering to Licensor ninety (90) days advance written notice of such termination. D. Notwithstanding any termination or expiration of this Agreement, the License shall continue in effect with respect to any Subject Products manufactured and sold by Licensee prior to termination; and Licensee shall remain liable to Licensor for royalties accruing with respect to deliveries of, or sales or contracts entered into with respect to, such Subject Products. E. Termination or expiration of this Agreement and the License shall not release Licensee from any of its obligations or liabilities accrued or incurred under this Agreementhereunder, or rescind or give rise to any right to rescind any payment made or other consideration given to either hereunder. Upon termination or expiration of this Agreement and the License, Licensee and the Sublicensee shall cease all marketing and other activities under the License and shall (i) (at NestorLicensor's election) immediately deliver to Xxxxxx Licensor or irretrievably destroy, or cause to be so delivered or destroyed, any and all Copies copies of the Xxxxxx Software Subject Technology in whatever form form, any Subject Products containing any Subject Technology and any written written, machine readable or other materials relating to any of the Xxxxxx Software foregoing or containing any Subject Technology in Licensee's possession, custody or control and (ii) within thirty (30) days deliver to Xxxxxx a certification thereofother than those Subject Products on which the royalty has been previously paid).

Expiration or Termination. A. This If Licensee shall have paid to Xxxxxx, when due, the Annual Quotas and all other sums due to Xxxxxx under this Agreement and shall have been in continuous compliance with the terms of this Agreement, (except for breaches which have been fully and timely cured) this Agreement and the License shall continue for a term of five (5) years from the date hereof; provided, however, that Licensee may at its option, extend the term of this Agreement for successive one-year terms ("Extension Terms") up to a maximum of twenty Extension Terms if Licensee shall commence on have paid to Xxxxxx during the date hereof and continue until October 1, 1998 and Year of this Agreement immediately preceding such extension aggregate royalties (including but not limited to Earned Royalties) of not less than [*]. Such extension shall thereafter renew automatically for successive one (1) year periods unless either Party gives the other be effective only if Licensee shall have given to Xxxxxx written notice of cancellation at least thirty (30) 90 days prior to the beginning of any such Extension term of its intention to extend, accompanied by payment of the difference between the aggregate royalties paid during such Year of this Agreement and [*] . Such payment shall be applied as a credit against any royalty that becomes due and payable prior to the end of the initial Year of this Agreement in which such notice has been given. The original five- year term, together with all such extensions, shall constitute the term or any subsequent yearly anniversary dateof this Agreement. It Notwithstanding the foregoing, this Agreement shall immediately terminate: (1) terminate if Licensee or the Sublicensee liquidates, dissolves, shall be adjudicated insolvent, files or has filed against it a petition in bankruptcy or for reorganizationreorganization which, if filed against Licensee, has not been discharged within one hundred and eighty (180) days of filing, takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy or (2) if bankruptcy; provided, however, that Xxxxxx shall only have the right to suspend the License and Nestor's right to license to Licensee performance of its obligations under this Agreement during the pendency of any Third-Party Software terminates undischarged involuntary bankruptcy or expiresreorganization. B. Either Party may terminate this Agreement and the License by written notice to the other Party, if such other Party shall breach any of provision of this Agreement and such breach continues for at least thirty (30) days after notice thereof, Xxxxxx . Licensee may terminate this Agreement and the License by delivering to Xxxxxx one hundred eighty (180) days advance written notice to the Licensee, or if the Sublicensee shall breach any provision of the Letter Agreement and such breach continues for at least thirty (30) days after notice thereof to the Sublicensee and the Licenseethereof. C. Notwithstanding any termination or expiration of this Agreement, the License and any Sublicenses shall continue in effect with respect to any Sublicense Copies sublicensed by Licensee prior to termination or expiration; and, except in the event of termination this Agreement by Licensee for breach, Licensee shall remain liable to Xxxxxx for royalties accruing with respect to such Copies. In the event of termination of this Agreement for breach, all future payments by sublicensees that constitute part of the Earned Royalty Base shall inure to the benefit, and be payable to the account of, the non-breaching Party. In the event of termination of this Agreement by Licensee for breach, Licensee shall pay to Xxxxxx during the remaining term of this Agreement, for each Sublicense then in effect, the greater of (i) the maintenance fee provided for in such Sublicense or (ii) an annual amount equal to fifteen per cent (15%) of the Initial License Fee set forth in such Sublicense. In addition thereto, Licensee shall pay to Xxxxxx any out-of-pocket costs of Xxxxxx in connection with maintenance-related travel to sublicensee sites. Such fees shall be adjusted, as mutually agreed between the Parties, as fair compensation to Licensee for damages arising from such breach by Xxxxxx. In consideration of such fees and reimbursed costs, Xxxxxx will provide to sublicencees during the remaining term of this Agreement the maintenance support set forth in paragraph VIII A of this Agreement. Termination or expiration of this Agreement and the License shall not release Licensee from any of its obligations or liabilities accrued or incurred under this Agreement, or rescind or give rise to any right to rescind any payment made or other consideration given hereunder. Upon termination or expiration of this Agreement and the License, Licensee and the Sublicensee shall cease all marketing and other activities under the License and shall (i) (shall, at Nestor's election) , immediately deliver to Xxxxxx or (i) irretrievably destroy, or cause to be so delivered or destroyed, any and all Copies of the Xxxxxx Software in whatever form and any written or other materials relating to the Xxxxxx Software in Licensee's possession, custody or control control, and (ii) within thirty (30) days days, deliver to Xxxxxx a certification thereof.

Expiration or Termination. A. This Agreement and the Licensee License shall commence on the date hereof and continue until October 1, 1998 and shall thereafter renew automatically for successive one (1) year periods unless either Party gives the other written notice of cancellation at least thirty (30) days prior to the end of the initial term or any subsequent yearly anniversary date. It shall immediately terminate: (1) terminate if Licensee or the Sublicensee liquidates, dissolves, shall be adjudicated insolvent, files or has filed against it a petition in bankruptcy or for reorganization, takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy or (2) if Nestor's right to license to Licensee any Third-Party Software terminates or expires. B. bankruptcy. Either Party may terminate this Agreement and the License by written notice to the other Party, if such other Party shall breach any provision of this Agreement and such breach continues for at least thirty (30) days after notice thereof. B. Unless terminated in accordance with paragraph VI A, Xxxxxx may terminate this Agreement and the License by written notice shall continue until the expiration of the last to expire of the patents listed in the Schedule hereto; provided, however, that if Licensee shall have paid to Licensor royalties on one million (1,000,000) Subject Products at any time prior to October 1, 2008 and Licensee is then in full compliance with all of the terms and provisions of this Agreement, then this Agreement and the License granted with respect to the LicenseeXxxxxx Technology (except any expired patents) described in the Schedule hereto shall thereafter continue in full force and effect and its royalty obligations shall be fully paid up. In the event Licensee has paid to Licensor royalties on at least seven hundred and fifty thousand (750,000) Subject Products at any time prior to October 1, or if 2008, Licensee shall have the Sublicensee option of prepaying the royalties on the difference between one million (1,000,000) Subject Products and the number of Subject Products on which royalties shall breach then actually have been paid to Licensor. For the purpose of such prepayment, the royalty payable on each Subject Product shall be the highest (in U.S. dollars) royalty paid on any provision Subject Product after the first five hundred thousand (500,000) Subject Products. Licensee may exercise this option by delivering to Licensor at any time prior to October 1, 2008 notice of such election, which notice shall contain a written description of the Letter calculation of the royalty prepayment and shall be accompanied by such prepayment, upon which this Agreement and such breach continues for at least thirty (30) days after notice thereof the above-mentioned License granted, but only with respect to the Sublicensee Xxxxxx Technology (except any expired patents), shall thereafter continue in full force and the Licenseeeffect and its royalty obligations shall be fully paid up. C. Notwithstanding any termination or expiration of this Agreement, the License and all Sublicenses shall continue in effect with respect to any Subject Product manufactured by Licensee prior to termination or expiration; and Licensee shall remain liable to Licensor for royalties accruing with respect to such Subject Product. Termination or expiration of this Agreement and the License shall not release Licensee from any of its obligations or liabilities accrued or incurred under this Agreement, or rescind or give rise to any right to rescind any payment made or other consideration given hereunder. Upon termination or expiration of this Agreement and the License, Licensee and the Sublicensee shall cease all marketing and other activities under the License and shall (i) (at NestorLicensee's election) immediately deliver to Xxxxxx Licensor or irretrievably destroy, or cause to be so delivered or destroyed, any and all Copies copies of the Xxxxxx Software Technology in whatever form and any written or other materials relating to incorporating the Xxxxxx Software Technology in Licensee's possession, custody or control excluding semiconductor chips manufactured or in process of manufacture prior to such termination or expiration and (ii) within thirty (30) days deliver to Xxxxxx Licensor a certification thereof.

Expiration or Termination. A. This If Licensee shall have paid to Xxxxxx, when due, the Annual Quotas and all other sums due to Xxxxxx under this Agreement and shall have been in continuous compliance with the terms of this Agreement, (except for breaches which have been fully and timely cured) this Agreement and the Licensee License shall commence on **********CONFIDENTIALITY TREATMENT BEING SOUGHT********** Notwithstanding the date hereof and continue until October 1foregoing, 1998 and shall thereafter renew automatically for successive one (1) year periods unless either Party gives the other written notice of cancellation at least thirty (30) days prior to the end of the initial term or any subsequent yearly anniversary date. It this Agreement shall immediately terminate: (1) terminate if Licensee or the Sublicensee liquidates, dissolves, shall be adjudicated insolvent, files or has filed against it a petition in bankruptcy or for reorganizationreorganization which, if filed against Licensee, has not been discharged within one hundred and eighty (180) days of filing, takes advantage of any insolvency act or proceeding, including an assignment for the benefit of creditors, or commits any other act of bankruptcy or (2) if bankruptcy; provided, however, that Xxxxxx shall only have the right to suspend the License and Nestor's right to license to Licensee performance of its obligations under this Agreement during the pendency of any Third-Party Software terminates undischarged involuntary bankruptcy or expiresreorganization. B. Either Party may terminate this Agreement and the License by written notice to the other Party, if such other Party shall breach any of provision of this Agreement and such breach continues for at least thirty (30) days after notice thereof, Xxxxxx . Licensee may terminate this Agreement and the License by delivering to Xxxxxx one hundred eighty (180) days advance written notice to the Licensee, or if the Sublicensee shall breach any provision of the Letter Agreement and such breach continues for at least thirty (30) days after notice thereof to the Sublicensee and the Licenseethereof. C. Notwithstanding any termination or expiration of this Agreement, the License and any Sublicenses shall continue in effect with respect to any Sublicense Copies sublicensed by Licensee prior to termination or expiration; and, except in the event of termination this Agreement by Licensee for breach, Licensee shall remain liable to Xxxxxx for royalties accruing with respect to such Copies. In the event of termination of this Agreement for breach, all future payments by sublicensees that constitute part of the Earned Royalty Base shall inure to the benefit, and be payable to the account of, the non-breaching Party. In the event of termination of this Agreement by Licensee for breach, Licensee shall pay to Xxxxxx during the remaining term of this Agreement, for each Sublicense then in effect, the greater of (i) the maintenance fee provided for in such Sublicense or (ii) an annual amount equal to fifteen per cent (15%) of the Initial License Fee set forth in such Sublicense. In addition thereto, Licensee shall pay to Xxxxxx any out-of-pocket costs of Xxxxxx in connection with maintenance-related travel to sublicensee sites. Such fees shall be adjusted, as mutually agreed between the Parties, as fair compensation to Licensee for damages arising from such breach by Xxxxxx. In consideration of such fees and reimbursed costs, Xxxxxx will provide to sublicencees during the remaining term of this Agreement the maintenance support set forth in paragraph VIII A of this Agreement. Termination or expiration of this Agreement and the License shall not release Licensee from any of its obligations or liabilities accrued or incurred under this Agreement, or rescind or give rise to any right to rescind any payment made or other consideration given hereunder. Upon termination or expiration of this Agreement and the License, Licensee and the Sublicensee shall cease all marketing and other activities under the License and shall (i) (shall, at Nestor's election) , immediately deliver to Xxxxxx or (i) irretrievably destroy, or cause to be so delivered or destroyed, any and all Copies of the Xxxxxx Software in whatever form and any written or other materials relating to the Xxxxxx Software in Licensee's possession, custody or control control, and (ii) within thirty (30) days days, deliver to Xxxxxx a certification thereof.