Licensor’s Remedies. (a) If and whenever an Event of Default occurs, the Licensee shall be deemed to be in default under this Agreement and, without prejudice to any other rights or remedies which the Licensor may have under this Agreement at law, in equity and/or by statute, the fill amount of the current month’s and the next three (3) months’ instalments of the License Fee and Taxes will immediately become due and payable to the Licensor and, in addition, the Licensor shall have the following rights and remedies, which are cumulative and not alternative and which may or may not be exercised immediately in the Licensor’s sole and absolute discretion without liability to the Licensor for any Claims (including direct, indirect or consequential damages caused thereby):
(i) to terminate this Agreement in respect of the whole or any part of the Licensed Location by written notice to Licensee. If this Agreement is terminated in respect of part of the Licensed Location, this Agreement shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of the License Fees and any other appropriate adjustments shall be made;
(ii) to enter the Licensed Location as agent of the Licensee and as such agent to relicense all and/or part(s) of the Licensed Location for whatever term and on whatever terms and conditions as the Licensor in its sole and absolute discretion may determine and to receive the license fees therefore and, as agent of the Licensee, to take possession of any property on the Licensed Location, to store such property at the expense and risk of the Licensee or to sell or otherwise dispose of such property in such manner as the Licensor may see fit without notice to the Licensee; to make such alterations to the Licensed Location as the Licensor may see fit to facilitate its re-licensing;
(iii) to remedy or attempt to remedy any default of the Licensee under this Agreement, at the Licensee’s sole cost and expense, and to enter upon the Licensed Location for such purposes. No notice of the Licensor’s intention to perform such covenants need be given to the Licensee;
(iv) to recover from the Licensee all damages and expenses incurred by the Licensor as a result of any Event of Default or any breach of the Licensee including, without limitation, if the Licensor terminates this Agreement, the cost of recovering the Licensed Location, solicitor’s fees (on a solicitor and his client basis) and the amount of the License Fee and other sums required...
Licensor’s Remedies. In the event of any such default by Licensee, Licensor may at any time after expiration of the applicable cure period:
(i) terminate this Agreement and Licensee’s right to occupancy of the Premises by any lawful means, in which case Licensee shall vacate the Premises within a reasonably practical period of time thereafter. In such event, Licensor shall be entitled to recover from Licensee all reasonable damages incurred by Licensor by reason of Licensee’s default;
(ii) maintain Licensee’s right to occupancy in which case this Agreement shall continue in effect. In such event, Licensor shall be entitled to enforce all of Licensor’s rights and remedies under this Agreement, including the right to recover the Fees due hereunder; or
(iii) pursue any other remedy now or hereafter available to Licensor under the laws or judicial decisions of the state where the Premises are located. Unpaid installments of Base Annual Fee and Additional Fees and other unpaid monetary obligations of Licensee under the terms, covenants or conditions of this Agreement shall bear interest from the date due at the maximum rate then allowable by law. In the case of Licensee’s default as contemplated herein, Licensor shall have a duty to mitigate its damages.
Licensor’s Remedies. Licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale, distribution, advertising, or promotion of the Licensed Products covered by this Agreement or any class or category thereof at the termination or expiration of this Agreement or any portion thereof may result in immediate and irreparable damage to Licensor and to the rights of any subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale, distribution, advertising, or promotion, and Licensee agrees that in the event of such failure, Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other and further relief as any court of competent jurisdiction may deem just and proper.
Licensor’s Remedies. Each Licensee acknowledges and agrees that its selling of, or failure to cease sales of, Licensed Products not in substantial compliance with the standards set forth in this Article 6 may cause irreparable injury to Licensor. Any action taken pursuant to this Article 6 shall be without prejudice to any Party’s right to the remedies set forth in Article 9 herein. In addition, Licensor reserves its rights with respect to all equitable remedies in the event of any failure by a Licensee to comply with the terms of this Article 6, including the sale or distribution of products not in compliance with the quality control provisions stated herein. Without limiting the foregoing, Licensor shall have the right to (i) require a Licensee to suspend sale, distribution and marketing of any Licensed Products that are, in Licensor’s sole but reasonable discretion, not in substantial compliance with the standards set forth in this Article 6, and such Licensee shall immediately comply with any such instruction and (ii) have such Licensee declare a recall of any line of Licensed Products if Licensor reasonably determines that such recall is necessary to prevent further damage or destruction of property and/or to prevent or eliminate any threat to the health or safety of consumers. Such Licensee shall bear all reasonable costs (but excluding Licensor’s internal time and efforts) related to any such recall of Licensed Products, whether voluntary, required by government, or by Licensor. In the event of such a recall, such Licensee will consult with Licensor, regarding all aspects of handling such recall including media releases.
Licensor’s Remedies. Licensee acknowledges that its failure to comply with its obligations and covenants as set forth in this Agreement (after notice, if applicable, in accordance with Section 7), will result in immediate and irremediable damage to Licensor. Licensee acknowledges and admits that there is no adequate remedy at law for such default, and Licensee agrees that in the event of such default, Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other further relief as any court may deem just and proper. Resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which Licensor is entitled under this Agreement or otherwise at law or equity. In addition, Licensee agrees to publish, at its sole expense, a statement (approved by Licensor) in such trade journals and other periodicals that collectively have a circulation reasonably likely to be seen by Licensee's customers acknowledging Licensee's breach of this Agreement.
Licensor’s Remedies. (a) Licensee acknowledges that its failure to commence in good faith to offer to sell, manufacture, distribute and promote the Articles listed in Schedule B within the period specified in Paragraph 13, and to continue during the term hereof to use its best efforts to offer to sell, manufacture, distribute and promote the Articles covered by this Agreement will result in immediate and irreparable damage to Licensor.
(b) Licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale, distribution or promotion of the Articles covered by this Agreement at the termination or expiration of this Agreement or any portion thereof will result in immediate and irreparable damage to Licensor and to the rights of subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale, distribution or promotion, and Licensee agrees that in the event of such failure, YAMAHA shall be entitled to terminate this Agreement and to equitable relief by way of temporary and permanent injunctions and such other and further relief as any court of competent jurisdiction may deem just and proper.
Licensor’s Remedies. In the event of a LICENSEE Default, LICENSOR shall have all remedies available at law or in equity including without limitation damages and injunctive relief. In the event of a LICENSEE Default, LICENSOR shall have the right to terminate the SLA(s) at issue (after the expiration of any applicable cure periods set forth above) but not this MLA. If, as a result of a LICENSEE Default, LICENSOR incurs any costs or expenses on behalf of LICENSEE or in connection with LICENSEE’S obligations thereunder, such sums shall be due to LICENSOR within thirty (30) days after rendering of an invoice to LICENSEE as an additional fee hereunder.
Licensor’s Remedies. If Licensor terminates this Agreement because of any reasons set forth in Section 11.1, or if Customer terminates this Agreement without just cause, Customer agrees to pay to Licensor, within ten (10) days of such termination: (i) an amount equal to the total of any and all discounts given Customer from the License Service Fees as reflected on the License and Service Provisions Addendum up to the date of termination, and (ii) since the contract damages suffered by Licensor would be extremely difficult, if not impossible, to determine, Customer agrees to pay Licensor an amount equal to one-hundred percent (100%) of the License Service Fees payable for all of the months remaining on the Term of this Agreement, as liquidated damages and not as a penalty. These damages shall be in addition to the amounts due pursuant to Sections 9, 11.3 and 11.4 hereof.
Licensor’s Remedies. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software, its output, or copies thereof will: (1) substantially diminish the value to Licensor of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render Licensor's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software, Licensor shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
Licensor’s Remedies. It is agreed and understood that any breach of this Agreement by Licensee shall cause irreparable harm and damage to Licensor, thereby entitling Licensor to any and all remedies available at law or in equity, including, without limitation, the right to immediate termination hereof, and all other forms of injunctive relief. The waiver by Licensor of any breach of this Agreement by Licensee shall not constitute a waiver of any subsequent breach. Any waiver must be in writing to be effective.
