Google Termination Rights Sample Clauses

Google Termination Rights. Google may terminate this Agreement, or the provision of any Service hereunder, immediately upon written notice: (i) if Customer breaches Section 3.1 (Prohibited Actions) of this GSA, Section 4.3 (License Grants: Brand Features) of this GSA. or Section 9 (Confidentiality) of this GSA or any exclusivity provisions contained in an applicable Order Form, (ii) if Customer is in material breach of this Agreement [***] ([***]) [***], notwithstanding any cure of such breaches; (iii) if Google reasonably determines that it is commercially impractical to continue providing the Services in light of applicable laws, whereupon Google will use commercially reasonable efforts to provide notice of such termination where practical under the circumstances.; or (iv) as otherwise provided in the Order Form.

Google Termination Rights. Notwithstanding the foregoing, in addition to the termination rights granted above, Google may terminate the Agreement, in whole or in part: (i) if Customer breaches (A) any provision of Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights) (other than subsections (i), and (iii) of the fourth sentence thereof, which are addressed below, or subsection (vi) of the fourth sentence thereof, which is addressed in Section 8.2.1(a)), or Section 2.3 (License Grants; Brand Features) or (B) the last sentence of Section 1.3.6.2 and fails to cure such breach within [*] after receiving written notice thereof ([*]); (ii) immediately upon written notice, if (A) Customer breaches subsection (i) or (iii) of the fourth sentence of Section 2.1 (Google Rights) or any provision of Section 7 (Confidentiality); (B) Customer has materially breached the Agreement [*] during the Term, in each case notwithstanding any cure of such breaches [*]; or (C) Google reasonably determines that it is impracticable to continue providing the Services in light of applicable laws; and (iii) as expressly permitted in the last sentence of Section 1.3.3.

Google Termination Rights. Notwithstanding the foregoing, in addition to the termination rights granted above, Google may terminate the Agreement, in whole or in part: (i) if Customer breaches any provision of Section 1.4 (Prohibited Actions), Section 2.1 (Google Rights) (other than subsections (i) and (iii) of the fourth sentence thereof, which are addressed below, or subsection (vi) of the fourth sentence thereof, which is addressed in Section 8.2.1(a)), or Section 2.3 (License Grants; Brand Features), and fails to cure such breach within [*] after receiving written notice thereof ([*]); (ii) immediately upon written notice, if (A) Customer breaches subsection (i) or (iii) of the fourth sentence of Section 2.1 (Google Rights) or any provision of Section 7 (Confidentiality); (B) Customer has materially breached the Agreement [*] during the Services Term, in each case notwithstanding any cure of such breaches [*]; (C) Customer fails to deliver the Monthly Minimum Number of SF1:555061.2 [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Impressions in any calendar month and fails to cure such Shortfall as permitted by Section 1.3.4; (D) Google reasonably determines that it is impracticable to continue providing the Services in light of applicable laws; and (iii) as expressly permitted in Section 1.7.2(a)(4)b and/or the last sentence of Section 1.4.4.

Google Termination Rights. Notwithstanding the foregoing, in addition to the termination rights granted above in Section 10.2.1, Google may terminate the Agreement, upon [*] written notice to Customer if Customer (i) attempts to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code of the AdSense for Search, the Google Data Protocol, Google Brand Features, or any other software, or documentation associated with the Services, or (ii) otherwise intentionally and materially breaches Google's Intellectual Property Rights, and Customer fails to cure such breach within such [*]. In addition, Google may terminate the Agreement in accordance with the termination rights granted in Section 4.2 (Google Audit).

Google Termination Rights. Google may terminate this Agreement, or the provision of Search Service hereunder, immediately upon written notice: (i) if Customer breach Section 3.1 (Prohibited Actions) of this Agreement, Section 4.3 (License Grants; Brand Features) of this Agreement, Section 8 (Exclusivity) or Section 13 (Confidentiality) of this Agreement; (ii) if Customer is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches; (iii) if Google reasonably determines that it is commercially impractical to continue providing the Search Services in light of applicable laws; (iv) in the event Customer consummates or signs an agreement to consummate a merger, acquisition, sale of voting control, sale of all or substantially all of the assets of the Customer in which stockholders of the Customer do not own a majority of the outstanding interests of the surviving entity; or (v) in the event Customer consummates or signs an agreement to consummate the sale or exclusive license of all or substantially all of the Customer’s Intellectual Property Rights. Furthermore, Google shall have the right to terminate this Agreement, or the provision of WebSearch Service without cause with a thirty (30) days prior written notice.