Term Termination and Remedies. 10.1 This Agreement shall take effect on the date of this Agreement and shall continue unless or until terminated under Clauses 10.2, 10.2 or 10.4.
10.2 Either party may terminate this Agreement at any time by serving at least 12 months prior written notice to the other party to that effect, without liability.
10.3 Either party (“the Innocent Party”) may terminate this Agreement without liability, by prior notice in writing at any time if the other (“the Defaulting Party”):-
10.3.1 commits any material breach of this Agreement and (if capable of remedy) fails to remedy such breach within thirty (30) days after being given written notice to do so; or
10.3.2 makes any voluntary arrangement with its creditors, or enters into administration or goes into liquidation (other than for the purposes of amalgamation or reconstruction), or an encumbrancer takes possession, or a receiver is appointed, over any of its property or assets, or anything analogous to any of the foregoing occurs to the Defaulting Party under the law of any jurisdiction.
10.4 Cabot may terminate this Agreement without liability, by prior notice in writing at any time in the event Control of the Licensee shall be transferred to persons other than those exercising Control at the time of signing of this Agreement [or in the event assets or more than 15% of the Licensee are transferred to a competitor of Cabot and if Cabot has reasons to believe that this is contrary to its justified business interests].
10.5 The rights and remedies of Cabot and the Licensee set forth in this Agreement are not exclusive and are in addition to any other rights and remedies provided by statute, at law, or in equity.
10.6 Notwithstanding termination of this Agreement, the Licensee shall be entitled to support and maintain Licensed Products previously sold to wholesalers, retailers, End Users or OEM Customers or (subject to Clause 3.1) thereafter sold by OEM Customers in the Territory in accordance with the Licence and OEM Customer Licences, but for the avoidance of doubt shall not be entitled to install integrate and/or embed the Adapted Software into Licensed Products from the moment of termination. Licensed Product and Digital TV Devices which incorporate the Adapted Software prior to termination may still be marketed and Sold, provided that any Royalties in respect of these still accrue to Cabot and the provisions of this Agreement shall continue to apply for this purpose. For the avoidance of doubt, any sub-licen...
Term Termination and Remedies a. This Agreement shall be effective until it is terminated pursuant to the provisions of this Section 18 (the “Term”).
b. Subject to the provisions of this Section 18, this Agreement may be terminated only by mutual consent of the Parties in writing or if any one or more of the following events occur during the Term (each a “Termination Event”, which, in the case of each of Sections 18(b)(i) through 18(b)(vi) below, shall be construed as a separate Termination Event and shall not be limited or restricted by the terms of any other Termination Event, except as expressly provided in this Section 18(b)): [[6070906]]
i. By SUPPLIER if CUSTOMER materially defaults in the performance of or breaches any provision of Section 2(b), 2(d) or the first sentence of 2(e) (Supply and Purchase Commitments) with respect to all Customer Locations that are required to be set forth on Exhibit K, regardless of whether such Customer Locations have so been properly set forth on Exhibit K, Section 4(e) (Customer Locations), Section 13 (Product Purity, Identification and Trademarks) or Section 31(a) (Assignment and Transfer) of this Agreement, and CUSTOMER fails to cure such default within thirty (30) days of receiving written notice of the default from SUPPLIER;
ii. By SUPPLIER if any payment from CUSTOMER due hereunder is unpaid when due and remains unpaid for a period of thirty (30) days following SUPPLIER’s delivery of a notice of non-payment;
iii. By CUSTOMER if, other than in the case of a force majeure event, SUPPLIER has materially breached the Service Levels (considering lead time and order requirements) in accordance with Section 1(b) of Exhibit B on more than three (3) occasions in any twelve (12) month period and in each case such breach has remained uncured ninety (90) days after SUPPLIER has received a Deficiency Notice from CUSTOMER in accordance with Section 1(b) of Exhibit B; provided that SUPPLIER shall have the opportunity to cure each such breach by delivery that meets the Service Levels (considering lead time and order requirements) in accordance with Section 1(b) of Exhibit B within ninety (90) days after receiving the Deficiency Notice from CUSTOMER;
iv. By CUSTOMER if SUPPLIER materially defaults in the performance of or breaches any provision of Section 12 (Supplier Product Warranties), Section 13 (Product Purity, Identification and Trademarks) or Section 14(b) (Nonconforming Products), and SUPPLIER fails to cure such default within thirty (30) days of rec...
Term Termination and Remedies. 12.1 This Agreement will take effect on the date of this Agreement and shall continue unless or until terminated under clauses 12.2, 12.3 or 12.4.
12.2 Either party may terminate this Agreement at any time by serving at least six (6) months prior written notice to the other party to that effect, without liability.
12.3 Either party (“the Innocent Party”) may terminate this Agreement without liability, by prior notice in writing at any time if the other (“the Defaulting Party”):-
12.3.1 commits any material breach of this Agreement and (if capable of remedy) fails to remedy such breach within 30 days after being given written notice to do so; or
12.3.2 makes any voluntary arrangement with its creditors, or becomes subject to an administration order or goes into liquidation (other than for the purposes of amalgamation or reconstruction), or an encumbrancer takes possession, or a receiver is appointed, over any of its property or assets, or
Term Termination and Remedies. The term of this License Agreement and the license granted hereunder shall terminate on the earlier of: (a) the termination or expiration of the aforesaid commercial relationship with Licensor or the failure of Licensee to comply with any of the terms and provisions hereof or of any agreement providing for such relationship, which failure continues for a period of five (5) days after written notice thereof, or (b) when Licensee ceases to operate, de-installs or otherwise no longer requires access to the WorldGate Service or Platform for such Purpose. Upon termination of this License Agreement all rights to use the Programs shall terminate and Licensee shall immediately cease all use of the Programs and return the Programs and all copies thereof, in whole or in part, to Licensor (or upon Licensor's written request destroy the same,) and furnish Licensor a written statement certifying that the original and all such copies of the Programs and any related material received from Licensor or made in connection with such license have been returned to Licensor or destroyed pursuant to Licensor's written request. Licensor reserves all rights and remedies, whether provided by contract, at law, self-help, in equity and/or otherwise, to enforce it rights under this License Agreement. Licensee acknowledges and agrees that any breach or threatened breach of this License Agreement shall cause Licensor irreparable injury for which there may be no adequate remedy at law, and that in addition to any other remedies available, Licensor shall be entitled to obtain injunctive relief as well as actual damages. WorldGate Communications Confidential EXHIBIT C
Term Termination and Remedies. The Term of this Agreement is for one (1) year (“Initial Term”). The parties will have the option to renew this Agreement for two (2) additional one-year Subscription Periods (each a “Renewal Term”). This Agreement remains in effect until terminated in accordance with this section. Either party may terminate by providing the other party thirty
Term Termination and Remedies. 12.1 The term of this Agreement shall be for twenty (20) years from the Effective Date of this Agreement.
12.2 This Agreement shall terminate upon the occurrence of any of the following events:
A. If either of the parties is in breach or default of any of the material terms, conditions or covenants of this Agreement, and the breaching party fails to effect cure within thirty (30) days after written notice is given to the breaching party, then, in addition to all other rights and remedies in Law or equity, the injured party shall have the right to terminate this Agreement. Should Licensee fail to pay Royalty or other amounts due and payable to Licensor hereunder (the "Licensee Payments"), Licensor shall have the right to terminate this Agreement on thirty (30) days’ notice, unless Licensee shall pay Licensor within the thirty (30) day period, all such Licensee Payments and interest thereon calculated at the Royalty Default Rate. Upon the expiration of the thirty (30) day period, if Licensee shall not have paid all such Licensee Payments and interest due and payable, the rights, privileges and license hereunder shall terminate.
B. Licensee or any Local Operator files or has filed against it a petition in bankruptcy or judicial or administrative declaration of insolvency;
C. Licensee or any Local Operator ceases to exist or to do business, sells or transfers any major part of its business or in any way voluntarily or involuntarily commences liquidation or dissolution or corporate reorganization proceedings or winding up of its business or decides or manifests a decision to do so without the prior written consent of Licensor;
D. There is a change of fifty percent (50%) or more in the shareholder/member control of Licensee or any Local Operator, and Licensee has failed to obtain the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed;
E. There is governmental expropriation of any of the assets of Licensee or any Local Operator that relates to its activities under this Agreement;
F. There is a levy against assets or lien imposed against Licensee or its Affiliates by any judgment creditor, which Licensor in its sole, absolute and unfettered discretion deems threatening to the solvency of Licensee or adverse to the reputation of the Licensed Rights hereunder.
G. Licensee is unable, due to any creditor lien, judgment, law or regulation of any government of the Territory, to make payments to Licensor required under this Agr...
Term Termination and Remedies. 12.1. This Agreement shall be perpetual from the Effective Date unless terminated by the written agreement of the parties. Notwithstanding either party's breach of this Agreement, this Agreement shall not be terminable other than by the written agreement of the parties. In the event of a breach, the non- breaching party shall be entitled to money damages, specific performance or other remedies available at law or in equity, but not to termination or rescission of this Agreement.
12.2. In the event that either party (the "Nonperforming Party") (i) fails materially to fulfill its obligation under Section 3.7
Term Termination and Remedies a. The Agreement will remain in effect until terminated by any party on at least 90 days written notice to the other party. No such termination will operate to relieve any party of its obligations under any contract created hereunder, whether or not such contract was fully performed at the time of termination, except as specifically set forth below.
b. Buyer (acting for itself or through Buying Agent), or Seller shall have the right with respect to the other to terminate immediately the Agreement and/or any contract created under the Agreement, in whole or in part, without liability, should the other become insolvent or make a general assignment for the benefit of creditors. Buyer shall have the additional right to terminate immediately the Agreement and/or any contract created under the Agreement, in whole or in part, without liability, should any of the following occur: Seller defaults in any material respect in the performance of its obligations under the Agreement or under any contract created under the Agreement; or Buyer has reasonable grounds for insecurity with respect to Seller's performance and has not received reasonable assurance of due performance within five days after written demand therefore.
c. Buyer (acting for itself or through Buying Agent) shall have the right, without liability, to cancel immediately all current and outstanding orders, whether or not in the process of manufacture, and to reject any orders or revoke acceptance of orders previously accepted, should any of the following occur:
(1) Seller, or any of its vendors, contractors, subcontractors or suppliers fails to perform any obligation required under Addendum No. 2 hereof;
(2) After inspection of the facilities or records of Seller, or any of its vendors, contractors, subcontractors or suppliers as permitted hereunder, Buyer or Buying Agent is unable to verify to its satisfaction compliance with Laws and Regulations or Labor Standards, including without limitation United States laws, statutes, codes and/or regulations relating to the country of origin of or labor standards applicable to Goods produced for or sold to Buyer, or;
(3) Seller, or any of its vendors, contractors, subcontractors or suppliers have failed to take appropriate security measures, or;
(4) Seller, or any of its vendors, contractors, subcontractors or suppliers is determined not to be in compliance with or to have violated any Laws and Regulations or Labor Standards, including without limitation laws, sta...
Term Termination and Remedies
