Licensor Termination. Licensor may terminate this Agreement upon forty-five (45) days written notice if (a) Licensee breaches a material term of this Agreement and fails to remedy said breach within thirty (30) days of its receipt of written notice of the breach; (b) Licensee becomes insolvent or files a petition in bankruptcy; (c) Licensee permanently discontinues production and distribution of the Products; or (d) Licensee breaches a material term of this Agreement two or more times in the License Term, regardless of cure.
Licensor Termination. Licensor may terminate this Agreement upon thirty (30) days written notice if (a) Licensee breaches a material term of this Agreement and fails to remedy said breach within fifteen (15) days of its receipt of written notice of the breach; (b) Licensee becomes insolvent or files a petition in bankruptcy or (c) Licensee permanently discontinues production and distribution of the Product; (d) Licensee fails to make any payments to Licensor due under this Agreement. Should Licensor terminate this Agreement pursuant to this paragraph, the parties agree that Licensee shall have a period of sixty (60) days commencing upon the date of termination, in which Licensee shall be permitted to sell off any existing inventory of the Product that was manufactured prior to the date of termination (the "Sell-Off-Period"). At the conclusion of the Sell-Off- Period, all rights in and to the Licensed Subject Matter shall immediately, automatically, and irrevocably revert to Licensor, and Licensee shall have no further rights in and to the Licensed Subject Matter.
Licensor Termination. Licensor may terminate this Agreement upon forty-five (45) days written notice if (a) Licensee breaches a material term of this Agreement and fails to remedy said breach within thirty (30) days of its receipt of written notice of the breach, (b) Licensee becomes insolvent, files a petition in bankruptcy or has a petition in bankruptcy filed against it which is not dismissed within fifteen (15) days, (c) Licensee discontinues production and distribution of the Products, (d) Licensee uses unapproved Products or Materials, or (e) Licensee uses the Licensed Subject Matter on, or in connection with, any product or service not licensed by Licensor under this Agreement. The parties acknowledge and agree that Licensor's right to terminate this Agreement upon the occurrence of any of the events set forth above in this Paragraph 10 shall not waive or limit Licensor's rights or remedies otherwise available, including, without limitation, Licensor's right to seek monetary damages, equitable relief or any other remedy, in law or in equity, against Licensee.
Licensor Termination. If at any time, Licensee’s use of the Facilities violates any federal, state, or city laws, or Licensor’s regulations or policy, Licensee shall either immediately cease and desist from continuing such use or shall surrender the Facilities upon demand of Licensor’s authorized representatives. Licensor may immediately terminate this Agreement at any time, for any act(s) or omissions of Licensee, its employees, members, agents, subcontractors or invitees that Licensor determines in its reasonable discretion pose a risk to public health or safety. Licensee agrees to indemnify and hold the Indemnities harmless from and against any and all claims, demands, liabilities, and reasonable expenses (including reasonable attorneys’ fees and costs) arising from or in connection with such termination. Unless Licensor terminates this Agreement because Licensee has violated its terms, or because participants or attendees have violated applicable laws or Licensor policies, termination by Licensor shall result in a pro rata refund of the applicable Use Fee, based on the portion of the use period that was actually used, less any expenses incurred by Licensor. No refund shall be payable to Licensee if such termination occurs as a result of a violation of the terms of this Agreement.
Licensor Termination. Subject to Section 17.4, Licensor shall be entitled to terminate this Agreement immediately upon written notice to Licensee: (a) if Licensee [*] becomes insolvent, admits in writing its inability to pay debts as they mature, institutes or has instituted against it any bankruptcy, reorganization, debt arrangement, assignment for the benefit of creditors, or other proceeding under any bankruptcy or insolvency law or dissolution, receivership, or liquidation proceeding (and, if such proceeding is instituted against it, such proceeding is not dismissed within sixty (60) days); (b) if Licensee shall fail to make any payments, which are not subject to a good faith dispute, promptly when due or to deliver any reports as required hereunder; (c) if Licensee otherwise breaches in any manner the terms of this Agreement; or (d) [*].
Licensor Termination. Subject to Section 17.4, Licensor shall be entitled to terminate this Agreement immediately upon written notice to Licensee: (a) if Licensee or Global Sports becomes insolvent, admits in writing its inability to pay debts as they mature, institutes or has instituted against it any bankruptcy, reorganization, debt arrangement, assignment for the benefit of creditors, or other proceeding under any bankruptcy or insolvency law or dissolution, receivership, or liquidation proceeding (and, if such proceeding is instituted against it, such proceeding is not dismissed within sixty (60) days); (b) if Licensee shall fail to make any payments, which are not subject to a good faith dispute, promptly when due or to deliver any reports as required hereunder; (c) if Licensee otherwise breaches in any manner the terms of this Agreement; or (d) if Global Sports breaches its obligations under Section 2.6 [*] of this Agreement.
Licensor Termination. At any time after the first ten (10) years of the term of this Agreement and upon at least eighteen (18) months written notice, Licensor may terminate this Agreement subject to the following terms and conditions: (a) eight members of the Licensor’s City Council vote to end the license; and (b) simultaneously with the delivery of the termination notice, Licensor shall deliver to Licensee the Termination Payment (as hereinafter defined) in immediately available funds. The Termination Payment is defined as a payment equal to a prorata share of the Improvement Costs (as hereinafter defined), amortized on a straight-line basis, together interest at an annual percentage rate equal to the prime rate as reflected in the Wall Street Journal plus three percent (3%) over the remaining term of the License. Anything under 6 months will be rounded down and 6 months or more will be rounded up. For example, if the License is terminated 12.5 years after execution, then the Licensor would be required to reimburse the Licensee 13/27 of the Improvement Costs. Improvement Costs are the aggregate amount of costs incurred by Licensee to improve the Licensed Premises, including all improvements and alterations undertaken by or for Licensee at the Licensed Premises, all testing, inspections and surveys undertaken by or for Licensee in anticipation of the Licensee’s use of the Licensed Premises, all application and other governmental fees and taxes paid by Licensee and all professional fees (including attorneys fees) incurred by Licensee in connection therewith. This payment shall also be made by Licensor to Licensee in the event of any other partial or complete termination of this Agreement unless this Agreement is terminated by Licensee pursuant to its termination right set forth in Paragraph 2 hereof.
Licensor Termination. Licensor is entitled to terminate this Agreement upon written notice to Licensee on the following events:
Licensor Termination. Licensor may terminate this Agreement before the end of the License Term in the event that any of the terms, conditions, paragraphs of this Agreement are not performed or complied with, or if they are violated including but not limited to payment of any fees, monies, and/or violations of the Rules and Regulations (hereinafter "Default"), and the Default is not cured within 3 business days after written notice of such Default is hand delivered to Licensee. Notwithstanding the foregoing, Licensor may terminate this Agreement immediately after Licensee has committed 3 separate Defaults of this Agreement.
Licensor Termination. If Adial fails to make a payment to Foundation of running royalties, Patenting Costs or any other payment in accordance with the terms of this Agreement, or upon Adial’s other material breach or default of any material term of this Agreement (except for any breach of provision of Article 10 Indemnification and Insurance hereinbelow), or non-payment or other material breach of any other agreement between Adial or its Affiliates and Foundation, UVA or their Affiliates (including, for example, sponsored research agreements, procurement agreements, or other license or option agreements), Foundation shall have the right to serve notice upon Adial of Foundation’s intention to terminate the entirety of the rights, privileges and licenses granted hereunder within sixty (60) days from the mailing of such notice. If Adial does not timely pay all such overdue amounts to Foundation, its Affiliate, or UVA, or, as applicable, if Adial fails to reasonably cure such material breach or default and to timely provide Foundation with reasonably acceptable written evidence of such cure, then the rights, privileges, and licenses granted hereunder may be immediately terminated by Foundation at any time after said sixty (60) day period by written notice to Adial. Notwithstanding the above, if the matter of breach is disputed in Adial’s reasonable determination and the parties authorized officials are unable to reach agreement, then the matter shall be submitted to arbitration per Section 9.2 Arbitration Proceedings during which the termination of this Agreement will not become effective. After the arbitration decision, Adial shall have thirty (30) days to cure such breach and if not cured, termination will automatically become effective.
