Common use of Immediate Right of Termination Clause in Contracts

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. 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 Continues to manufacture, offer for sale, sell, advertise, promote, ship, distribute and/ or 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 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. 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 The Licensor shall have the right to immediately to terminate this Agreement by giving written notice to the Licensee if the Licensee does any of the following: a. Manufactures(i) Uses any Property, offers for sale, sells, advertises, promotes, ships, distributes and/or uses Exploits in any way any Licensed Product and/or or uses Promotional and Packaging Material without having the prior written approval of MLBPA the Licensor as provided for in by the provisions of this Agreement; b. Continued Agreement or continues to manufactureuse any Property, offer for sale, sell, advertise, promote, ship, distribute and/ or use Exploit in any way any Licensed Product and/or or use Promotional and Packaging Material after receipt of notice or deemed notice from MLBPA the Licensor disapproving or withdrawing approval of same; c. Fails to carry on the Licensed Products or Promotional or Packaging Material the notices specified by MLBPA, as required herein; d. (ii) Becomes subject to any voluntary or involuntary order of any governmental agency involving the recall of any of the Licensed Products and/or Promotion or Promotional and Packaging Material because of safety, health health, environmental or other hazards or risks to the public; e. Directly (iii) It or indirectly through its controlling shareholders or any of its their officers, directors or employees, takes employees take any action actions in connection with the manufactureuse of the Property, offering for sale, sale, advertising promotion, shipment and/or distribution the Exploitation of the Licensed Products and/or or the use of the Promotional and Packaging Material which in the reasonable opinion of the Licensor, damages or reflects adversely upon MLBPA, the Rights and/or Licensor or the TrademarksProperty; f. (iv) Breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in and to the Rights and/or the TrademarksProperty; g. (v) Two or more times during a twelve-twelve month period fails to make timely payment of royalties Royalties or Guaranteed Minimum Royalties when due or fails to make timely submission submissions of royalty statements Royalty Statements when due; h. Uses (vi) Breaches any of the Trademarks provisions of this Agreement prohibiting the Licensee from directly or the Rights indirectly arranging for the purposemanufacture by third parties, in whole permitting a change of control of the Licensee, or in partassigning, transferring, sublicensing or otherwise encumbering this Agreement or any of promoting any service its rights or product other than the Licensed Products without the express prior consent of MLBPA in writing; orobligations hereunder; i. (vii) Fails to obtain or maintain product liability or advertising insurance as required by the provisions of this Agreement; or (viii) Files a petition in bankruptcy or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against the Licensee or if the Licensee becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy laws, or if Licensee discontinues its business, or if a receiver is appointed for it or its business. In the event of such termination, neither Licensee nor its receivers, representatives, trustees, agents, administrators, successors or assigns shall have any right to sell, exploit or in any way deal with the Property, the rights granted hereunder or with any Licensed Product or Promotional and Packaging Material.

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 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 Continues to manufacture, offer for sale, sell, advertise, promote, ship, distribute and/ or 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 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. 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 Licensor 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 Licensor as provided for in this Agreement; b. Continued Continues to manufacture, offer for sale, sell, advertise, promote, ship, distribute and/ or and/or use in any way any Licensed Product and/or Promotional and Packaging Material after receipt of notice from MLBPA Licensor disapproving same; c. Fails to carry on the Licensed Products or Promotional or Packaging Material the notices specified by MLBPALicensor, as required herein; d. Becomes subject to any voluntary or involuntary order of any governmental agency involving the recall or citation 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 advertising, promotion, shipment and/or distribution of the Licensed Products and/or the Promotional and Packaging Material which damages or reflects adversely upon MLBPALicensor, 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 Licensor in writing; or i. Fails to obtain or maintain insurance as required by the provisions of this Agreement.

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 Learfield shall have the right immediately to terminate this Agreement by giving written notice to the Licensee if the Licensee does any of the following: a. (a) Fails either to: (1) have begun bona fide manufacture, distribution and sale of Licensed Products within six months from the effective date of this Agreement; or (2) manufacture, distribute or sell such Licensed Products bearing Licensed Indicia for 12 consecutive months; (b) Manufactures, offers for sale, sells, advertises, promotes, shipsdistributes or uses, distributes and/or uses in any way way, any Licensed Product and/or Promotional and Packaging Material Products without having the prior written approval of MLBPA as provided for in this Agreement; b. Continued Learfield, or continues to manufacture, offer for sale, sell, advertise, promote, shipdistribute or use, distribute and/ or use in any way way, any Licensed Product and/or Promotional and Packaging Material Products after receipt of notice from MLBPA Learfield disapproving or withdrawing approval of same; c. Fails (c) Except as otherwise limited by federal bankruptcy laws, files a petition in bankruptcy, is adjudicated as bankrupt or insolvent, makes an assignment for the benefit of creditors, or an arrangement pursuant to carry on the Licensed Products any bankruptcy law, discontinues its business, or Promotional or Packaging Material the notices specified by MLBPA, as required hereina receiver is appointed for its business; 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. (d) Breaches any of the conditions or provisions of this Agreement relating and fails to the unauthorized assertion of rights in the Rights and/or the Trademarkscure within ten days after receiving notice from Learfield; g. Two or more times during a twelve-month period fails (e) Fails to make timely any payment of royalties when due or fails to make timely submission of royalty statements when duedeliver any required statement by the due date; h. Uses the Trademarks (f) Fails to make available its premises, records, or the Rights other business information for the purposeany audit or to resolve any issue raised in connection with any form of compliance audit, in whole including without limitations, sales, royalty, and code of conduct requirements, by Learfield or in partits representatives; (g) Attempts to grant a sublicense, of promoting or attempts to assign any service right or product other than the Licensed Products duty under this Agreement, without the express prior written consent of MLBPA Learfield. For purposes of this Agreement, an “assignment” shall include, but not be limited to, a transaction or series of transactions whereby more than 50% ownership or controlling interest in writingLicensee is conveyed or transferred to another party for any reason; (h) Fails to affix to Licensed Product the required designated label as required by paragraph 5; (i) Learfield no longer represents Owner(s) indicated on Schedule B; or an Owner requests Learfield to terminate Licensee’s license agreement specific to said Owner; or i. Fails to obtain (j) Commits any act or maintain insurance as required by omission reflecting unfavorably, embarrassing or otherwise detracting from the provisions high reputation of this Agreement.any Owner(s) listed on Schedule B.

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 UM shall have the right immediately to terminate this Agreement immediately by giving written notice to Licensee if Licensee does the Licensee, in any of the followingfollowing situations: a. Manufactures(a) If the Licensee breaches any of the provisions of Section A(1)(b). (b) If the Licensee makes, sells, offers for sale, sells, advertises, promotes, ships, or distributes and/or or uses in any way any Licensed Product and/or Promotional and Packaging or Advertising 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 UM 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 MLBPAPMI, as required herein;by Section A, or makes any use of the Copyrights or Trademarks not authorized under this Agreement. d. Becomes (c) If the Licensee fails to make any 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 UM during the time period specified in Section C(2)(a); or if the Licensee fails to make any Advance Marketing Expense Contribution payment by the date such payment is due under the provisions of paragraph 4; or if the Licensee fails to submit Marketing Expense Contributions or Marketing Expense Contribution statements to UM during the time period specified in Section C(2)(b). (d) If the Actual Sale Royalties for any period are less than the total of all Guaranteed Royalty Amount payments required to be made by the Licensee with respect to such period. (e) If the Licensee 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 health, or other hazards or risks to the public;. e. Directly (f) If, other than under Title 11 of the United States Code, the Licensee becomes subject to any voluntary or indirectly through 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 controlling shareholders 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 officers, directors manufacturing or employees, takes any action other equipment as is used in connection with the manufacture, offering for sale, sale, advertising promotion, shipment and/or production and distribution of the Licensed Products and/or and remains undischarged for a period of 30 days. (g) If the Promotional and Packaging Material which damages or reflects adversely upon MLBPA, the Rights and/or the Trademarks; f. Breaches Licensee breaches any of the provisions of this Agreement relating to Section 3. (h) If the unauthorized assertion Licensee breaches any 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 AgreementSection M(1).