Immediate Right of Termination. A Party will have the right to terminate this Agreement immediately by giving written notice to the second Party in the event that: (a) the second Party files a petition in bankruptcy or is adjudicated to be bankrupt or insolvent, or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law; or (b) if the second Party discontinues or dissolves its business or if a receiver is appointed for the second Party or for the second Party’s business and such receiver is not discharged within ninety (90) days.
Immediate Right of Termination. In addition to the automatic termination provisions and/or termination rights provided elsewhere in this Agreement, and notwithstanding any attempts by Licensee to cure defaults, MLBPA shall have the right immediately to terminate this Agreement by giving written notice to Licensee if Licensee does any of the following:
a. Manufactures, offers for sale, sells, advertises, promotes, ships, distributes and/or uses in any way any Licensed Product and/or Promotional and Packaging Material without having the prior written approval of MLBPA as provided for in this Agreement;
b. Continued to manufacture, offer for sale, sell, advertise, promote, ship, distribute and/ or use in any way any Licensed Product and/or Promotional and Packaging Material after receipt of notice from MLBPA disapproving same;
c. Fails to carry on the Licensed Products or Promotional or Packaging Material the notices specified by MLBPA, as required herein;
d. Becomes subject to any voluntary or involuntary order of any governmental agency involving the recall of any of the Licensed Products and/or Promotion and Packaging Material because of safety, health or other hazards or risks to the public;
e. Directly or indirectly through its controlling shareholders or any of its officers, directors or employees, takes any action in connection with the manufacture, offering for sale, sale, advertising promotion, shipment and/or distribution of the Licensed Products and/or the Promotional and Packaging Material which damages or reflects adversely upon MLBPA, the Rights and/or the Trademarks;
f. Breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Rights and/or the Trademarks;
g. Two or more times during a twelve-month period fails to make timely payment of royalties when due or fails to make timely submission of royalty statements when due;
h. Uses the Trademarks or the Rights for the purpose, in whole or in part, of promoting any service or product other than the Licensed Products without the express prior consent of MLBPA in writing; or
i. Fails to obtain or maintain insurance as required by the provisions of this Agreement.
Immediate Right of Termination. SUBLICENSOR shall have the right to immediately terminate this Agreement by giving written notice to SUBLICENSEE in the event that SUBLICENSEE does any of the following: (i) files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the SUBLICENSEE discontinues its business or a receiver is appointed for the SUBLICENSEE or the SUBLICENSEE'S business and such receiver is not discharged within thirty (30) days; or (ii) breaches any of the provisions of this Agreement relating to the unauthorized assertion of right in the Trademark; or (iii) fails, after receipt of written notice from SUBLICENSOR, to immediately discontinue the distribution or sale of the Licensed Products or the use of any packaging or promotional material which does not contain the requisite legal legends; or (iv) fails to make timely payment of the Percentage Royalty when due two or more times during any twelve month period five (5) days after being notified by SUBLICENSOR;or (v) fails to sell through Authorized Sellers during any Contract Year, Licensed Products which generate an aggregate Percentage Royalty of at least $150,000.
Immediate Right of Termination. In addition to the automatic termination provisions and/or termination rights provided elsewhere in this Agreement, and notwithstanding any attempts by Licensee to cure such defaults, MLBPA shall have the right immediately to terminate this Agreement by giving written notice to Licensee if Licensee does any of the following: a. Manufactures, advertises, promotes, ships, distributes and/or uses in any way any Promotional Material without having the prior written approval of MLBPA as provided for in this Agreement; b. Continues to manufacture, advertise, promote, ship, distribute and/or use in any way any Promotional Material after receipt of notice from MLBPA disapproving same; c. Fails to carry on the Promotional Material the notices specified by MLBPA, as required herein; d. Becomes subject to any voluntary or involuntary order of any governmental agency involving the recall of any of the Promotional Material because of safety, health or other hazards or risks to the public; e. Directly or indirectly through its controlling shareholders or any of its officers, directors or employees, takes any action in connection with the manufacture, advertising, promotion, shipment and/or distribution of the Promotional Material which damages or reflects adversely upon MLBPA, the Rights and/or the Trademarks; f. Breaches any of the provisions of this Agreement relating to the unauthorized assertion of right in the Rights and/or the Trademarks; g. Fails to obtain or maintain insurance as required by the provisions of this Agreement.
Immediate Right of Termination. YAMAHA shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event that Licensee does any of the following:
1) unless otherwise prohibited by law, if a petition in bankruptcy is filed by or against Licensee and such petition is not vacated within sixty (60) days, or if Licensee becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Licensee discontinues its business or if a receiver is appointed for it or its business, to the fullest extent permitted by law at the time of the occurrence, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. In the event this Agreement is terminated as a result of the bankruptcy or insolvency of Licensee, Licensee, its receivers, agents, representatives, trustees, administrators, successors, and/or assignees shall have no right to sell, exploit or in any way deal with or in any Articles covered by this Agreement or any carton, container, packing, or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of Licensor in writing, which they shall be obligated to follow;
2) after having commenced sale of the License Articles, fails to continuously sell Licensed Products for three (3)
Immediate Right of Termination. LICENSOR shall have the right to immediately terminate this Agreement by giving written notice to LICENSEE in the event that LICENSEE does any of the following:
i. after having commenced sale of the Licensed Products, fails to continuously sell Licensed Products for three (3) consecutive Royalty Periods; or
ii. fails to obtain or maintain product liability insurance in the amount and of the type provided for herein; or
iii. files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the LICENSEE discontinues its business or a receiver is appointed for the LICENSEE or for LICENSEE’s business and such receiver is not discharged within thirty (30) days; or
iv. breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Trademarks; or
v. fails, after receipt of written notice from LICENSOR, to immediately discontinue the distribution or sale of the Licensed Products or the use of any packaging or promotional material which does not contain the requisite legal legends; or
vi. fails to make timely payment of Royalties when due two or more times during any twelve-month period.
Immediate Right of Termination. LICENSOR shall have the right to immediately terminate this Agreement by giving written notice to LICENSEE in the event that LICENSEE does any of the following:
1. Fails to obtain or maintain product liability insurance in the amount and of the type provided for herein;
2. Files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or if the LICENSEE discontinues or dissolves its business or if a receiver is appointed for LICENSEE or for LICENSEE’s business and such receiver is not discharged within thirty (30) days;
3. Fails to commence the shipment of Licensed Products within eighteen (18) months from the Effective Date of this Agreement; or
4. Upon the commencement of sale of Licensed Products, fails to sell any Licensed Products for three (3) or more consecutive Royalty Periods.
Immediate Right of Termination. Titan shall have the right to terminate this Agreement immediately, by giving written notice to the Licensee, in any of the following situations:
(a) If the Licensee make, sells, offers for sale, or distributes or uses any Licensed Product or Advertising Material without having the prior written approval of Titan, as required by Section A, or makes any use of the Intellectual Property not authorized under this Agreement.
(b) If the Licensee Fails to make any Advance Royalty Amount payment or Guaranteed Royalty Amount payment by the date such payment is required under the provisions of paragraph 4, or if the Licensee fails to submit royalty statements and/or royalty payments to Titan during the time period specified in Section C(2).
(c) If the Licensee becomes subject to any voluntary or involuntary order of any governmental agency involving the recall of any of the Licensed Products because of safety, health, or other hazards or risks to the public.
(d) If, other than under Title 11 of the United States Code, the Licensee becomes subject to any voluntary or involuntary insolvency, cession, bankruptcy, or similar proceedings, or an assignment for the benefit of creditors is made by the Licensee, or an agreement between the Licensee and its creditors generally is entered into providing for extension or composition of debt, or a receiver is appointed to administer the assets of the Licensee, or the assets of the Licensee are liquidated, or any distress, execution, or attachment is levied on such of its manufacturing or other equipment as is used in the production and distribution of the Licensed Products and remains undischarged for a period of 30 days.
(e) If the Licensee breaches any of the provisions of Section J.
(f) If the Licensee breaches any of the provisions of Section L(1).
Immediate Right of Termination. Licensor shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event that Licensee does any of the following:
11.1.1 is unable to pay its debts when due, or files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business or a receiver is appointed for the Licensee or for the Licensee’s business and such receiver is not discharged within thirty (30) days; or
11.1.2 breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Licensed Property.
Immediate Right of Termination. Licensor shall have the right to terminate this Agreement immediately on notice to Licensee, if Licensee:
(i) breaches any of the provisions of Section 2.;
(ii) becomes subject to any order of any governmental agency involving the recall of any of the Products;
(iii) makes, sells, offers for sale, distributes or uses any Product or item of Advertising Material without having the prior written approval of the Licensor or Agent, as required by Section 3.;
(iv) fails to obtain approval of or offer sale products in the Territory, as required by Section 4. (a); or to continue to sell products as required by Section 4.(b);
(v) fails to comply with Section 5. (e) or (g);
(vi) fails to obtain or maintain insurance as required by Section 8.;
(vii) two or more times during a twelve-month period fails to make timely payment of royalties or fails to make timely submission of royalty statements as provided in Section 9.; or
(viii) is unable to perform for reasons described in Section 12. (a) for a period in excess of sixty (60) days.