Licensor's Right to Terminate. Additionally, Licensor shall have the unconditional right to cancel and terminate this Agreement at any time prior to the Master Closing Date if for any reason Licensor is unable to or does not acquire the Property from HRF. Licensor may exercise its right to terminate this Agreement by delivering a Pre-Closing Termination Notice to Escrow and Licensee at any time prior to the Master Closing Date.
Licensor's Right to Terminate. The license granted under this License shall terminate upon ten (10) business days' prior notice to Licensee from Licensor in the event:
4.2.1 The Term of this Agreement expires;
4.2.2 A Licensed Xxxx is used by Licensee outside of the Territory or in a manner other than that agreed to herein, unless such use is consented to by Licensor, and Licensee fails to cure any such non-compliance within thirty (30) days after written notice to Licensee from Licensor setting forth, in detail the alleged breach or unlicensed used;
4.2.3 Licensee fails to comply with Nevada state or federal law relating to the use of the Licensed Marks by Licensee and fails to cure any such non-compliance within thirty (30) days after written notice to Licensee from Licensor setting forth in detail: (i) the non-compliance; (ii) the law violated; and (iii) a suggested plan for curing the non-compliance which is cost efficient and can be reasonably executed by Licensee within the a (30) day period;
4.2.4 Licensee assigns or transfers this License; provided however that Licensor shall have no right to terminate this License in the event of an assignment by Licensee in the event of a merger or reorganization of Licensee, a sale of all or substantially all of Licensee's assets or a consolidation of the Licensee with any of its affiliates or related parties;
4.2.5 Upon the filing of bankruptcy by Licensee;
4.2.6 Any other material breach of the License by Licensee which is not cured by Licensee within thirty (30) days after written notice to Licensee from Licensor setting forth in detail: (i) a description of such material breach; (ii) the provision of the License breached by Licensee; and (iii) a suggested plan for curing the breach which is cost efficient and can be reasonably executed by Licensee within the thirty (30) day period. Notwithstanding the foregoing, if any such non-compliance or breach set forth in the notice provided by Licensor to Licensee under Sections 4.2.2, 4.2.3 or 4.2.6 above cannot be reasonably cured within the thirty (30) day time period specified, Licensor shall have no right to terminate this License if Licensee has taken reasonable action to cure such non-compliance within the thirty (30) day time period specified.
Licensor's Right to Terminate. The Licensor may terminate this Licence on giving to the Licensee not less than 3 months prior notice of the same in writing PROVIDED THAT such right will only be exercisable in the event that the Licensor (in its sole and absolute discretion) has offered to the Licensee in writing reasonable alternative accommodation for the provision and use of the Non- Dedicated Desks as the parties shall agree (or in the absence of such agreement such number of Non-Dedicated Desks as the Licensor (acting reasonably) shall determine) and on reasonable terms having regard to the terms of this Licence and all other relevant circumstances
Licensor's Right to Terminate. Licensor is entitled to terminate this Agreement immediately upon written notice to Licensee in connection with any of the following events of default:
(a) Licensee breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from Licensor, including, without limitation, failure of Licensee to comply with Sections 2.4 and 2.5 regarding approval and quality standards; or
(b) Licensee files for bankruptcy under the federal bankruptcy laws, or declares insolvency, or consents to the disposition of any of its assets for the benefit of its creditors.
Licensor's Right to Terminate. 6.3.1 Licensor shall have the right to terminate the Software Licenses granted hereunder and the rights granted pursuant to Sections 2.2, 2.3, 2.4 and 3.3, upon payment of a $75,000 termination fee to Licensee, (i) during the 2001 Term and 2002 Term, if either Vizacom Inc., the parent corporation of Licensor, or Licensor enters into a strategic relationship with respect to the Harvard Graphics products that are part of the Software Products, and (ii) at any time after the 2002 Term for any reason, in each case such termination to be effective sixty days after written notice thereof to Licensee.
6.3.2 In the event aggregate Royalties do not exceed $25,000 under this Agreement during the 2001 Term, the 2002 Term or any succeeding twelve month period, the Licensor may terminate this Agreement without any liability or payment.
6.3.3 Licensor shall have the right to terminate the Trademark License granted hereunder for any reason (i) during the 2001 Term or 2002 Term, upon payment of a $45,000 termination fee to Licensee, and (ii) after the 2002 Term, without payment of a termination fee, such termination to be effective sixty days after written notice thereof to Licensee.
Licensor's Right to Terminate. Licensors' shall have the right to terminate this Agreement for any material breach of the terms of this agreement and particularly for the following reasons:
Licensor's Right to Terminate. Upon Event of Termination, Licensor may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensee as follows:
(a) immediately, upon the occurrence of any Event of Termination pursuant to Section 13.2(a) with respect to Licensee; or (b) after the expiration of thirty (30) days from Licensee's receipt of written notice from Licensor of the occurrence of any Event of Termination pursuant to Sections 13.2(b) or 13.2(c), if such failure to perform or breach is then still uncured; or (c) immediately upon the repeated or continuing occurrence of Events of Termination pursuant to Section 13.2(b) (regardless of whether such continuing failures to perform or breaches have been cured by Licensee in accordance with the provisions of clause (b) or this Section 13.3); or (d) immediately upon the occurrence of a termination pursuant to Section 13.2(d).
Licensor's Right to Terminate. Licensor shall have the right to terminate this Agreement for the following reasons:
(a) Licensee fails to pay Royalties or any other amounts when due or fails to accurately report Net Sales, as defined in the Payment Section of this Agreement, and such failure is not cured within thirty (30) days after written notice from the Licensor;
(b) Licensee fails to introduce the product to market by October 1, 2003 or to sell the Licensed Products in commercially reasonable quantities during any subsequent year;
(c) Licensee fails to maintain confidentiality regarding Licensor's trade secrets and other Information;
(d) Licensee fails to charge a competitive price for Licensed Product such that the average price per unit, or price per use if sold as a service, is less than seventy (70) percent of the average market price of competitive products or services;
(e) Licensee assigns or sublicenses in violation of the Agreement;
(f) Licensee fails to maintain or obtain product liability insurance as required by the provisions of this Agreement; or
(g) Licensee engages in immoral, unethical, or illegal activities, either provably or is publicly alleged to have done so in a manner which damages Licensor. In addition, Licensor shall have the right to terminate the grant of license under this Agreement with respect to any country or region included in the Territory, or with respect to any industry or market in which Licensee fails to offer the Licensed Products for sale or distributions or to secure a sublicensing agreement for the marketing, distribution and sale of the product within the Term or Automatic Renewal Term of this Agreement.
Licensor's Right to Terminate. Licensor may, at its option, terminate this Agreement immediately and without notice if Licensee:
a. makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under any Bankruptcy and Insolvency Act or any other statute of any state or country relating to insolvency or the protection of creditor’s rights; or b. is in breach or default of any material obligation under this Agreement and fails to cure such breach or default, or satisfy that such breach or default has been cured, or otherwise reach agreement with Licensor on a procedure to remedy the breach or default within sixty (60) days after receiving notice from Licensor to cure, except for failure of Licensee to reimburse Licensor for patent costs which breach or default must be cured by Licensee within fifteen (15) days of receipt of notice from Licensor per Section 6.1 above. In the event that the claimed breach or default involves a dispute over royalties or other payments claimed to be owed by Licensee hereunder, Licensee may satisfy its obligation to cure or remedy such claimed breach under this Section 11.1 by placing the amounts Licensor reasonably believes are owed to it in an escrow account, held by an unrelated third party escrow agent, until such time as the dispute over such royalties or payments is resolved.
Licensor's Right to Terminate. (a) The Licensor may terminate this agreement with immediate effect if the Licensee:
(i) does not comply with an essential term of this agreement; or
(ii) does not comply with this agreement and does not remedy the non-compliance within:
(A) in the case of a non serious breach of this agreement, 14 days after the Licensor gives a notice to the Licensee to remedy it; or
(B) in the case of a serious breach of this agreement, 7 days after the Licensor gives a notice to the Licensee to remedy it; and
(C) for the purposes of this clause the decision of the General Manager or Acting General Manager of the Licensor or his or her delegate will be final and binding in relation to whether the specified breach is a non serious or serious breach of this agreement; or
(iii) becomes Insolvent;
(b) If the Licensor terminates this agreement pursuant to clause 9.1(a), the Licensor is entitled to immediate possession of the Licenced Premises.
(c) The Licensee is not entitled to receive any compensation or damages for the termination of this Agreement.
