Common use of Licensor's Right to Terminate Clause in Contracts

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 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 ’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 license granted under Notwithstanding the provisions of ----------------------------- Paragraph 15, Licensor may terminate this License shall terminate Agreement upon ten (10) business days' prior notice to Licensee from Licensor in one or more of the eventfollowing events: 4.2.1 The Term i. if Licensee misuses the Marks or fails to comply with, or acts inconsistently with Paragraph 7 or 10, after being provided prior written notice of this Agreement expires; 4.2.2 A Licensed Xxxx is used by Licensee outside of the Territory or such material breach, specifying in a manner other than that agreed to herein, unless such use is consented to by Licensorreasonable detail its nature, and after giving Licensee fails an opportunity to cure any such non-compliance breach within thirty (30) days of such notice; ii. if Licensee undergoes any change in control (other than in connection with financings where a competitor to Licensor's business does not become a controlling person (as defined in the Securities Exchange Act of 1934), or other than an Initial Public Offering); and after an Initial Public Offering if Licensee undergoes any change in control which results in a competitor to Licensor's business (defined as any entity which undertakes any of the activities set forth in Paragraphs 22.a.i, 22.a.ii, or 22.a.iii) being a controlling person (as defined in the Securities Exchange Act of 1934) of Licensee, upon written notice to Licensee from Licensor setting forth, in detail the alleged breach or unlicensed usedthereof; 4.2.3 iii. if Licensee licenses, transfers or otherwise assigns a material portion of the Sylvan Content to any third party whose business (or those of its affiliates) is competitive with the Sylvan System (other than Permissible Homework Assistance as contemplated by Paragaph 3.a. hereof), upon written notice thereof; iv. beginning with the 2002 calendar year, if for any three consecutive quarters the royalties owed to Licensor fall below one-fourth of the guaranteed annual minimum royalty, per quarter, upon written notice thereof; v. if Licensee challenges or otherwise breaches or violates Licensor's ownership rights as set forth in Section 8, without notice or further action; vi. if Licensee fails to comply with Nevada state or federal law relating to the use of the Licensed Marks by Licensee and fails to cure pay any such non-compliance royalty payment, after written notice, within thirty (30) days after written notice to Licensee from Licensor setting forth in detail: (i) the non-complianceof when due; (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;or 4.2.4 vii. if Licensee assigns or transfers transfers, or attempts or agrees to assign or transfer, this License; provided however that Licensor shall have no right to terminate Agreement or its rights hereunder, without Licensor's prior written consent. If this License in the event Agreement is terminated as a result 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 any of the events set forth in this Paragraph 16.b., Licensee with any of its affiliates or related parties; 4.2.5 Upon shall pay to Licensor the filing of bankruptcy by Licensee; 4.2.6 Any other material breach of the License by Licensee which is not cured by Licensee Termination Fee, within thirty (30) days after written notice to Licensee from Licensor setting forth in detail: (i) a description of the effective date of such material breach; (ii) the provision of the License breached by Licensee; termination, 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 Paragraph 22 shall no longer apply 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 specifiedLicensor.

Licensor's Right to Terminate. (i) Licensor shall have the right, but not the obligation, to suspend its performance hereunder and/or terminate this Agreement (or any sell-off rights that may be granted pursuant to Section 10(b) of the Standard Terms below) in its entirety upon the occurrence of any of the following events: (A) The license granted failure of Licensee to make any payment required to be made under this License Agreement, which failure is not cured within five (5) business days of Licensee’s receipt of written notice from Licensor of the same; and/or (B) The breach by Licensee of any of its representations or warranties herein, or the failure of Licensee to comply with any of the other terms of this Agreement or otherwise discharge its duties hereunder (it being understood that any such failure related to non-payment shall terminate upon be governed by Section 9(a)(i)(A) above), and such breach or failure, to the extent curable, is not cured within fifteen (15) days of Licensee’s receipt of written notice from Licensor of the same; and/or (C) The breach by Licensee of any provision of this Agreement, or the failure of Licensee to comply with any of the terms of this Agreement or otherwise discharge Licensee’s duties hereunder, more than one (1) time during the Term; and/or (D) The failure by Licensee to procure or maintain insurance pursuant to the terms of this Agreement; (E) Any act of gross negligence or wanton misconduct by Licensee, and such action is not corrected within ten (10) business days' prior days of Licensee’s receipt of written notice to Licensee from Licensor in of the event:same; and/or 4.2.1 (F) The Term cessation of this Agreement expires;operations by Licensee, including, without limitation, Licensee’s failure to continuously and diligently seek to fill all accepted purchase orders for Licensed Products, for a continuous period of ninety (90) days); and/or 4.2.2 A Licensed Xxxx is used (G) The making by Licensee outside of an assignment for the Territory benefit of creditors, or in a manner other than the filing by or against Licensee of any petition under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been dismissed or stayed within sixty (60) days after the date thereof. (ii) Licensee hereby acknowledges that agreed to herein, unless such use is consented to by Licensor, and Licensee fails shall not have an opportunity to cure any such non-compliance within thirty (30) days after written notice to Licensee from Licensor setting forthbreach which, 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 Licenseeits terms, 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 cured, including, without limitation, any failure to make the thirty (30) day time period specified, Licensor shall have no right Minimum Net Sales; selling Licensed Products outside the Territory; release of any Materials bearing the Licensed Property without prior Approval; and/or the failure of Licensee to terminate this License if Licensee has taken reasonable action to cure such non-compliance within assist with intellectual property maintenance in the thirty (30) day time period specifiedmanner provided by Licensor.

Licensor's Right to Terminate. (i) Licensor shall have the right, but not the obligation, to suspend its performance hereunder and/or terminate this Agreement (or any sell-off rights that may be granted pursuant to Section 10(b) of the Standard Terms below) in its entirety upon the occurrence of any of the following events: (A) The license granted failure of Licensee to make any payment required to be made under this License Agreement, which failure is not cured within five (5) business days of Licensee’s receipt of written notice from Licensor of the same; and/or (B) The breach by Licensee of any of its representations or warranties herein, or the failure of Licensee to comply with any of the other terms of this Agreement or otherwise discharge its duties hereunder (it being understood that any such failure related to non-payment shall terminate upon be governed by Section 9(a)(i)(A) above), and such breach or failure, to the extent curable, is not cured within fifteen (15) days of Licensee’s receipt of written notice from Licensor of the same; and/or (C) The breach by Licensee of any provision of this Agreement, or the failure of Licensee to comply with any of the terms of this Agreement or otherwise discharge Licensee’s duties hereunder, more than one (1) time during the Term; and/or (D) The failure by Licensee to procure or maintain insurance pursuant to the terms of this Agreement; (E) Any act of gross negligence or wanton misconduct by Licensee, and such action is not corrected within ten (10) business days' prior days of Licensee’s receipt of written notice to Licensee from Licensor in of the event:same; and/or 4.2.1 (F) The Term cessation of this Agreement expires;operations by Licensee, including, without limitation, Licensee’s failure to continuously and diligently seek to fill all accepted purchase orders for Licensed Products, for a continuous period of ninety (90) days); and/or 4.2.2 A Licensed Xxxx is used (G) The making by Licensee outside of an assignment for the Territory benefit of creditors, or in a manner other than the filing by or against Licensee of any petition under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been dismissed or stayed within sixty (60) days after the date thereof. (ii) Licensee hereby acknowledges that agreed to herein, unless such use is consented to by Licensor, and Licensee fails shall not have an opportunity to cure any such non-compliance within thirty (30) days after written notice to Licensee from Licensor setting forthbreach which, 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 Licenseeits terms, 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 cured, including, without limitation, any failure to make the thirty (30) day time period specified, Licensor shall have no right Minimum Net Sales; selling Licensed products outside the Territory; release of any Materials bearing the Licensed Property without prior Approval; and/or the failure of Licensee to terminate this License if Licensee has taken reasonable action to cure such non-compliance within assist with intellectual property maintenance in the thirty (30) day time period specifiedmanner provided by Licensor.