Common use of Licensee Default Clause in Contracts

Licensee Default. Each of the following events will, unless otherwise expressly agreed by the Licensor in writing, constitute a "Licensee Default" under this Agreement: 20.1.1 Any failure by the Licensee to pay the amounts required to be paid by it pursuant to Article IV or V within fifteen (15) days after receipt of written notice of failure to pay any such amount when due from the Licensor. 20.1.2 The Licensee materially breaches or fails to comply with any material provision of this Agreement applicable to the Licensor other than the obligation to pay the amounts required to be paid by it pursuant to Article IV or V, and such breach or noncompliance continues for a period of thirty (30) days after written notice thereof by the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in bankruptcy or insolvency, or for reorganization or arrangement under any Applicable Laws related to bankruptcy or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general assignment for the benefit of creditors, or involuntary proceedings under any such Applicable Laws or for the dissolution of the Licensee are instituted against the Licensee, or a receiver or trustee is appointed for the Arena or for all or substantially all of the Licensee property, and such involuntary proceedings are not dismissed or such receivership or trusteeship vacated within ninety (90) days after such institution or appointment.

Licensee Default. Each (a) The occurrence of any of the following events willevents, unless otherwise expressly agreed by the Licensor in writing, conditions or circumstances shall constitute a "“Licensee Default" ” under this Agreement: 20.1.1 Any failure by the (i) Licensee fails to pay the amounts required to be paid by it pursuant to Article IV or V make any payment when due hereunder and such payment is not made within fifteen (15) days after receipt of Callaway Golf sends Licensee written notice of failure to pay any such amount when due from the Licensornonpayment as provided in Section 11.2 below. 20.1.2 The (ii) Licensee materially breaches or fails to comply with achieve sales levels for the Licensed Products necessary to produce royalties exceeding [***]% of the Minimum Annual Royalties in any material provision one (1) year. (iii) a Change in Control (as such term is defined in Section 2.8 of this Agreement) of Licensee to which Callaway Golf did not provide its prior written consent. (iv) a Force Majeure Event (as defined below) which prevents, hinders, or delays Licensee’s performance of this Agreement applicable to the Licensor other than the obligation to pay the amounts required to be paid by it pursuant to Article IV or V, and such breach or noncompliance continues for one hundred twenty (120) successive days. (v) The commencement of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against Licensee which remains unstayed for, or is not dismissed within, a period of thirty (30) days after written notice thereof by days, including any proceeding under the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in U.S. bankruptcy or insolvencylaws, or for reorganization in the event of the appointment, with or arrangement under any Applicable Laws related to bankruptcy without Licensee’s consent, of a receiver or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general assignment an assignee for the benefit of creditors, or involuntary proceedings under if Licensee becomes otherwise bankrupt or insolvent (however evidenced) or is unable to pay its debts as they become due. (vi) Any material breach by Licensee of any such Applicable Laws or for the dissolution of the Licensee are instituted against other terms, covenants, agreements or conditions contained herein (including, without limitation, Licensee’s failure to provide the sales reports required by this Agreement or Licensee, or ’s failure to provide a receiver or trustee is appointed for the Arena or for all or substantially all copy of the Licensee property, any executed Subcontractor Agreement) and such involuntary proceedings are not dismissed or such receivership or trusteeship vacated within ninety breach continues for thirty (9030) days after Callaway Golf sends Licensee written notice of such institution breach. (vii) Upon the occurrence of a Licensee Default, then Callaway Golf shall have the right, in addition to all other rights granted hereunder, or appointmentby law, equity or otherwise, to terminate this Agreement by giving to Licensee written notice of termination. The termination date shall be stated within such notice and shall be no less than the expiration of any applicable cure period referred to above. Upon the termination of this Agreement, all rights and licenses granted to Licensee hereunder shall cease, except as otherwise specifically set forth herein, but without prejudice to any claims which Callaway Golf may have against Licensee for any Licensee Default. (b) Without limiting any other right of Callaway Golf under this Agreement, the parties hereto expressly agree that if Licensee (or its suppliers or subcontractors) uses any Licensed Trademark in breach of any term of this Agreement, it will cause irreparable harm to Callaway Golf and that Callaway Golf’s remedies at law in the event of such breach would be inadequate, and accordingly in the event of any such breach, a restraining order or injunction or both may be issued against such party.

Licensee Default. Each of the following events will, unless otherwise expressly agreed by the Licensor Licensee shall be in writing, constitute a "Licensee Default" under this Agreement: 20.1.1 Any failure by the Licensee to pay the amounts required to be paid by it pursuant to Article IV or V within fifteen (15) days after receipt of written notice of failure to pay any such amount when due from the Licensor. 20.1.2 The Licensee materially breaches or fails to comply with any material provision default of this Agreement applicable if (a) Licensee fails to make full payment of the Licensor License Fee with respect to any Program or the License Fee to Licensor, or Licensee fails or refuses to perform any of its material obligations hereunder or breaches any other material provision hereof, or (b) Licensee goes into receivership or liquidation other than the obligation to pay the amounts required to for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be paid filed by it pursuant to Article IV or Vagainst Licensee (which petition, and such breach or noncompliance continues for a period of if filed against Licensee, shall not have been dismissed within thirty (30) days after written notice thereof by the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in bankruptcy or insolvencythereafter), or for reorganization or arrangement under any Applicable Laws related to bankruptcy or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general Licensee executes an assignment for the benefit of creditors, or involuntary proceedings under Licensee takes advantage of any such Applicable Laws applicable insolvency, bankruptcy or for reorganization or any other like or analogous statute, or experiences the dissolution occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “ Licensee are instituted against Event of Default”). Subject to Article 9 and Section 14.4, (I) immediately upon the Licensee, occurrence of a Licensee Event of Default under clause (a) that is not curable or a receiver Licensee Event of Default under clause (b) or trustee (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is appointed for the Arena or for all or substantially all of the Licensee property, and such involuntary proceedings are not dismissed or such receivership or trusteeship vacated curable within ninety thirty (9030) days after delivery by Licensor to Licensee of a written notice of such institution failure or appointmentbreach (“Event of Default Notice”), Licensor may, in addition to any and all other rights which it may have against Licensee under this Agreement, law or equity, terminate this Agreement immediately by giving written notice to Licensee (“Licensor Termination Notice”) and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the license fees described in this Agreement regardless of any early termination of this Agreement. In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving written notice to Licensee, without limitation of any and all other rights which Licensor may have against Licensee under law or equity, and without any further obligation to Licensee hereunder.

Licensee Default. Each of the following events will, unless otherwise expressly agreed by the Licensor Licensee shall be in writing, constitute a "Licensee Default" under this Agreement: 20.1.1 Any failure by the Licensee to pay the amounts required to be paid by it pursuant to Article IV or V within fifteen (15) days after receipt of written notice of failure to pay any such amount when due from the Licensor. 20.1.2 The Licensee materially breaches or fails to comply with any material provision default of this Agreement applicable if (a) Licensee fails to make timely and/or full payment of the License Fee with respect to any Program or the License Fee as provided in Article 4 to Licensor whether under this Agreement or any other agreement between Licensor and Licensee, or Licensee fails or refuses to perform any of its obligations hereunder or breaches any other provision hereof, or (b) Licensee goes into receivership or liquidation other than the obligation to pay the amounts required to for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be paid filed by it pursuant to Article IV or Vagainst Licensee (which petition, and such breach or noncompliance continues for a period of if filed against Licensee, shall not have been dismissed within thirty (30) days after written notice thereof by the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in bankruptcy or insolvencythereafter), or for reorganization or arrangement under any Applicable Laws related to bankruptcy or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general Licensee commences an assignment for the benefit of creditors, or involuntary proceedings under Licensee takes advantage of any such Applicable Laws applicable insolvency, bankruptcy or for reorganization or any other like or analogous statute, or Licensee sells or liquidates a material part of Licensee’s assets, or experiences the dissolution occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensee are instituted against Event of Default”). Subject to Article 9 and Section 15.4, (I) immediately upon the Licensee, occurrence of a Licensee Event of Default under clause (a) that is not curable or a receiver Licensee Event of Default under clause (b) or trustee (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is appointed for the Arena or for all or substantially all of the Licensee property, and such involuntary proceedings are not dismissed or such receivership or trusteeship vacated curable within ninety thirty (9030) days after delivery by Licensor to Licensee of a written notice of such institution failure or appointmentbreach (“Event of Default Notice”), Licensor may, in addition to any and all other rights which it may have against Licensee under this Agreement, law or equity, terminate this Agreement immediately by giving written notice to Licensee (“Licensor Termination Notice”). In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving written notice to Licensee, without limitation of any and all other rights which Licensor may have against Licensee under law or equity, and without any further obligation to Licensee hereunder.

Licensee Default. Each a) Without limiting any of the following events will, unless otherwise expressly agreed by the Licensor in writing, constitute a "Licensee Default" Licensor's other rights and remedies under this Agreement: 20.1.1 Any failure , at law, in equity, or otherwise, Licensee shall be in default of this Agreement and this Agreement may be terminated by Licensor in relation to such Picture(s), in the event that Licensee to pay the amounts required to be paid by it pursuant to Article IV or V within fifteen (15) days after receipt of written notice of failure fails to pay any amounts specified hereunder within 10 (ten) days of the relevant due date; provided, such termination may only take effect if, after such failure to pay, the Licensee receives a written notice from Licensor detailing the amount when due outstanding and such sum is still outstanding and unpaid after 10 days from the date of receipt of said written notice by Licensee ("Notice of Default"). In addition to any other rights or remedies of Licensor, any payment not made by its due date hereunder will incur a finance charge at the lesser of three basis points over the 3-month LIBOR rate or the highest applicable lawful rate from the date payment was due until paid in full to Licensor. Without limiting in any way Licensor's right to seek and obtain the full amount of the License Fee in the event of Licensee's default, Licensee agrees that all sums paid to Licensor prior to such default shall be retained by Licensor as liquidated damages, regardless of whether Licensor is able to re-license the Pictures(s) in the Territory. 20.1.2 The b) Licensee materially breaches shall be deemed to be in default of this Agreement as a whole if Licensee enters into any form of insolvency proceedings, is unable to pay its debt or makes any form of agreement or assignment to its creditors. In such case, Licensor may, in addition to any other rights it may have, at its option, terminate this agreement as a whole in which case all amounts paid to Licensor shall be forfeited by Licensee and all rights for all Pictures shall immediately revert to Licensor. In the event Licensee defaults on one Picture, Licensor shall be entitled to terminate the entire Agreement as well as any other Agreements entered into between Licensor and Licensee. c) Without limiting any of Licensor's other rights and remedies under this Agreement, at law, in equity, or otherwise, Licensor will be in default if: (i) Licensor fails to complete delivery as required; (ii) Licensor becomes insolvent or fails to comply with any material provision of this Agreement applicable to the pay its debts when due; (iii) Licensor other than the obligation to pay the amounts required to be paid by it pursuant to Article IV or V, and such breach or noncompliance continues for a period of thirty (30) days after written notice thereof by the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in bankruptcy or insolvency, or for reorganization or arrangement under any Applicable Laws related to bankruptcy or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general an assignment for the benefit of creditors, or involuntary proceedings seeks relief under any such Applicable Laws bankruptcy law or similar law for the dissolution protection of the Licensee are instituted debtors, or allows a petition of bankruptcy to be filed against the Licensee, it or a receiver or trustee is appointed for the Arena or for all or substantially all of the its assets that is not removed within thirty (30) days; or (iv) Licensor breaches any material term, covenant, or condition of this Agreement. Licensee property, and such involuntary proceedings are not dismissed or such receivership or trusteeship vacated within ninety shall give Licensor notice of any claimed default. Licensor will have ten (9010) days after receipt of Licensee's notice to cure such institution or appointmentdefault. If Licensor fails to cure within the times provided, then Licensee may proceed against Licensor for all available relief, including canceling this Agreement for the affected Picture and request prompt repayment of any amounts paid for such Picture.

Licensee Default. Each (a) The occurrence of any of the following events willevents, unless otherwise expressly agreed by the Licensor in writing, conditions or circumstances shall constitute a "“Licensee Default" ” under this Agreement: 20.1.1 Any failure by the (i) Licensee fails to pay the amounts required to be paid by it pursuant to Article IV or V make any payment when due hereunder and such payment is not made within fifteen (15) days after receipt of Callaway Golf sends Licensee written notice of failure to pay any such amount when due from the Licensornonpayment as provided in Section 11.2 below. 20.1.2 The (ii) Licensee materially breaches or fails to comply with achieve sales levels for the Licensed Products necessary to produce royalties exceeding [***]% of the Minimum Annual Royalties in any material provision one (1) year. (iii) a Change in Control (as such term is defined in Section 2.8 of this Agreement) of Licensee to which Callaway Golf did not provide its prior written consent. (iv) a Force Majeure Event (as defined below) which prevents, hinders, or delays Licensee’s performance of this Agreement applicable to the Licensor other than the obligation to pay the amounts required to be paid by it pursuant to Article IV or V, and such breach or noncompliance continues for one hundred twenty (120) successive days. (v) The commencement of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against Licensee which remains unstayed for, or is not dismissed within, a period of thirty (30) days after written notice thereof by days, including any proceeding under the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in U.S. bankruptcy or insolvencylaws, or for reorganization in the event of the appointment, with or arrangement under any Applicable Laws related to bankruptcy without Licensee’s consent, of a receiver or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general assignment an assignee for the benefit of creditors, or involuntary proceedings under if Licensee becomes otherwise bankrupt or insolvent (however evidenced) or is unable to pay its debts as they become due. *** CONFIDENTIAL TREATMENT REQUESTED *** (vi) Any material breach by Licensee of any such Applicable Laws or for the dissolution of the Licensee are instituted against other terms, covenants, agreements or conditions contained herein (including, without limitation, Licensee’s failure to provide the sales reports required by this Agreement or Licensee, or ’s failure to provide a receiver or trustee is appointed for the Arena or for all or substantially all copy of the Licensee property, any executed Subcontractor Agreement) and such involuntary proceedings are not dismissed or such receivership or trusteeship vacated within ninety breach continues for thirty (9030) days after Callaway Golf sends Licensee written notice of such institution breach. (vii) Upon the occurrence of a Licensee Default, then Callaway Golf shall have the right, in addition to all other rights granted hereunder, or appointmentby law, equity or otherwise, to terminate this Agreement by giving to Licensee written notice of termination. The termination date shall be stated within such notice and shall be no less than the expiration of any applicable cure period referred to above. Upon the termination of this Agreement, all rights and licenses granted to Licensee hereunder shall cease, except as otherwise specifically set forth herein, but without prejudice to any claims which Callaway Golf may have against Licensee for any Licensee Default. (b) Without limiting any other right of Callaway Golf under this Agreement, the parties hereto expressly agree that if Licensee (or its suppliers or subcontractors) uses any Licensed Trademark in breach of any term of this Agreement, it will cause irreparable harm to Callaway Golf and that Callaway Golf’s remedies at law in the event of such breach would be inadequate, and accordingly in the event of any such breach, a restraining order or injunction or both may be issued against such party.