Common use of Termination and Events of Default Clause in Contracts

Termination and Events of Default. 12.1 If Payor fails to pay any portion of the License Fee or make any other payment as required by this Agreement, within three (3) days after Payor and Licensee have received written notice from Licensor of such failure, then Licensor may immediately terminate this Agreement upon written notice to Licensee. 12.2 Subject to Section 12.1 above, which covers Licensor’s right to terminate this Agreement for a failure by Payor to pay any portion of the License Fee or make any other payment as required by this Agreement, Licensor may terminate this Agreement immediately upon written notice to Licensee in the event that Licensee fails to cure a material breach of this Agreement within thirty (30) days after Licensee has received written notice from Licensor of such breach. Any failure by Licensee to comply with the quality control provisions included in Section 5 of this Agreement shall be deemed a material breach of this Agreement. In the event any material breach cannot be cured within thirty (30) days, except for non-payment by Payor that must be cured within three (3) days after Payor has received written notice of such breach, and so long as Licensee is making reasonable efforts to implement a cure, the cure period will be automatically extended by a reasonable amount of time to permit such cure (if a cure is feasible). 12.3 The Parties may terminate this Agreement by mutual consent. Licensee shall not otherwise have any right to terminate this Agreement under this Section 12. 12.4 Notwithstanding the foregoing, Licensor may not terminate this Agreement under Sections 12.1 or 12.2 or consent to termination under Section 12.3 without the written consent of the New Notes Collateral Agent. 12.5 If this Agreement is terminated pursuant to Sections 12.1, 12.2, or 12.3, then (w) all rights of Licensee and its affiliates (other than Licensor) under this Agreement shall automatically and immediately cease, (x) all rights of Licensee under Section 6 regarding registration, maintenance, and enforcement of the Licensed Marks will automatically and immediately revert to Licensor and Licensor shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, and maintenance of the Licensed Marks, (y) all sublicenses granted by Licensee and its affiliates pursuant to Section 2.2 shall automatically and immediately terminate, and (z) Licensee and Payor, and their affiliates (except for Licensor), shall immediately cease using in any manner the Licensed Marks. Licensee and Payor agree that upon termination of this Agreement pursuant to Sections 12.1, 12.2, or 12.3, they and their affiliates (except for Licensor) shall have no rights to use the Licensed Marks in any manner and, as between Licensor and Licensee, Licensor shall have the exclusive rights to use, license, sublicense, and otherwise exploit, in any manner, the Licensed Marks and may freely assign or transfer such exclusive rights. 12.6 This Agreement shall automatically and immediately terminate if the 2017 IP License Agreement terminates or is terminated for any reason.

Termination and Events of Default. 12.1 If Payor fails to pay any portion of the License Fee or make any other payment as required by this Agreement, within three (3) days after Payor and Licensee have received written notice from Licensor of such failure, then Licensor may immediately terminate this Agreement upon written notice to Licensee. 12.2 Subject to Section 12.1 above, which covers Licensor’s right to terminate this Agreement for a failure by Payor to pay any portion of the License Fee or make any other payment as required by this Agreement, Licensor may terminate this Agreement immediately upon written notice to Licensee in the event that Licensee fails to cure a material breach of this Agreement within thirty (30) days after Licensee has received written notice from Licensor of such breach. Any failure by Licensee to comply with the quality control provisions included in Section 5 of this Agreement shall be deemed a material breach of this Agreement. In the event any material breach cannot be cured within thirty (30) days, except for non-payment by Payor that must be cured within three (3) days after Payor has received written notice of such breach, and so long as Licensee is making reasonable efforts to implement a cure, the cure period will be automatically extended by a reasonable amount of time to permit such cure (if a cure is feasible). 12.3 The Parties may terminate this Agreement by mutual consent. Licensee shall not otherwise have any right to terminate this Agreement under this Section 12. 12.4 Notwithstanding the foregoing, Licensor may not terminate this Agreement under Sections 12.1 or 12.2 or consent to termination under Section 12.3 without the written consent of the New Notes Collateral Agent. 12.5 If this Agreement is terminated pursuant to Sections 12.1, 12.2, or 12.3, then (w) all rights of Licensee and its affiliates (other than Licensor) under this Agreement shall automatically and immediately cease, (x) all rights of Licensee under Section 6 regarding registration, maintenance, and enforcement of the Licensed Marks will automatically and immediately revert to Licensor and Licensor shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, and maintenance of the Licensed Marks, (y) all sublicenses granted by Licensee and its affiliates pursuant to Section 2.2 shall automatically and immediately terminate, and (z) Licensee and Payor, and their affiliates (except for Licensor), shall immediately cease using in any manner the Licensed Marks. Licensee and Payor agree that upon termination of this Agreement pursuant to Sections 12.1, 12.2, or 12.3, they and their affiliates (except for Licensor) shall have no rights to use the Licensed Marks in any manner and, as between Licensor and Licensee, Licensor shall have the exclusive rights to use, license, sublicense, and otherwise exploit, in any manner, the Licensed Marks and may freely assign or transfer such exclusive rights. 12.6 This Agreement shall automatically and immediately terminate if the 2017 A&R IP License Agreement terminates or is terminated for any reason.

Termination and Events of Default. 12.1 If Payor fails to pay any portion of the License Fee or make any other payment as required by this Agreement, within three (3) days after Payor and Licensee have received written notice from Licensor of such failure, then Licensor may immediately terminate this Agreement upon written notice to Licensee. 12.2 Subject to Section 12.1 above, which covers Licensor’s right to terminate this Agreement for a failure by Payor to pay any portion of the License Fee or make any other payment as required by this Agreement, Licensor may terminate this Agreement immediately upon written notice to Licensee in the event that Licensee fails to cure a material breach of this Agreement within thirty (30) days after Licensee has received written notice from Licensor of such breach. Any failure by Licensee to comply with the quality control provisions included in Section 5 of this Agreement shall be deemed a material breach of this Agreement. In the event any material breach cannot be cured within thirty (30) days, except for non-payment by Payor that must be cured within three (3) days after Payor has received written notice of such breach, and so long as Licensee is making reasonable efforts to implement a cure, the cure period will be automatically extended by a reasonable amount of time to permit such cure (if a cure is feasible). 12.3 The Parties may terminate this Agreement by mutual consent. Licensee shall not otherwise have any right to terminate this Agreement under this Section 12. 12.4 Notwithstanding the foregoing, Licensor may not terminate this Agreement under Sections 12.1 or 12.2 or consent to termination under Section 12.3 without the written consent of the New Notes Collateral Agent. 12.5 If this Agreement is terminated pursuant to Sections 12.1, 12.2, or 12.3, then (w) all rights of Licensee and its affiliates (other than Licensor) under this Agreement shall automatically and immediately cease, (x) all rights of Licensee under Section 6 regarding registration, maintenance, and enforcement of the Licensed Marks will automatically and immediately revert to Licensor and Licensor shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, and maintenance of the Licensed Marks, (y) all sublicenses granted by Licensee and its affiliates pursuant to Section 2.2 shall automatically and immediately terminate, and (z) Licensee and Payor, and their affiliates (except for Licensor), shall immediately cease using in any manner the Licensed Marks. Licensee and Payor agree that upon termination of this Agreement pursuant to Sections 12.1, 12.2, or 12.3, they and their affiliates (except for Licensor) shall have no rights to use the Licensed Marks in any manner and, as between Licensor and Licensee, Licensor shall have the exclusive rights to use, license, sublicense, and otherwise exploit, in any manner, the Licensed Marks and may freely assign or transfer such exclusive rights. 12.6 This [If this Agreement shall automatically and immediately terminate is split in the event of the completion of the Term Loan Transactions (as described in Footnote 1, provisions regarding cross-termination with regard to the separate license agreements to be included such that if the 2017 IP License Agreement terminates or one license agreement is terminated for any reasonthe other license agreement is automatically terminated.]

Termination and Events of Default. 12.1 If Payor Licensee fails to pay any portion of the License Fee or make any other payment as required by this Agreement, Agreement within three ten (310) days after Payor and Licensee have has received written notice from Licensor of such failure, then Licensor may immediately terminate this Agreement upon written notice to Licensee. 12.2 Subject to Section 12.1 above, above which covers Licensor’s right to terminate this Agreement for a failure by Payor Licensee to pay any portion of the License Fee or make any other payment as required by this Agreement, Licensor may terminate this Agreement immediately upon thirty (30) days’ written notice to Licensee in the event that Licensee fails to cure a material breach of this Agreement within thirty (30) days after Licensee has received written notice from Licensor of such breach. Any failure by Licensee to comply with the quality control provisions included in Section 5 4 of this Agreement shall be deemed a material breach of this Agreement. In the event any material breach cannot be cured within thirty (30) days, except for non-payment by Payor that Licensee which must be cured within three ten (310) days after Payor Licensee has received written notice of such breach, and so long as Licensee is making reasonable efforts to implement a cure, the cure period will be automatically extended by a reasonable amount of time to permit such cure (if a cure is feasible). 12.3 The At any time after the Discharge of Licensor Indebtedness (but not before), the Parties may terminate this Agreement by mutual consent. Licensee shall not otherwise have any right to terminate this Agreement under this Section 12. 12.4 Notwithstanding the foregoing, If Licensor may not terminate terminates this Agreement under Sections in accordance with Section 12.1 or 12.2 or consent to termination under Section 12.3 without the written consent of the New Notes Collateral Agent. 12.5 If this Agreement is terminated pursuant to Sections 12.1, 12.2, or 12.3above, then (wa) all rights of Licensee and its affiliates Affiliates (other than LicensorLicensor and CDL) under this Agreement shall automatically and immediately cease, (xb) all rights of Licensee under Section 6 regarding registration, maintenance, maintenance and enforcement of the Licensed Marks IP will automatically and immediately revert to Licensor and Licensor shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, enforcement and maintenance of the Licensed MarksIP, (yc) all sublicenses granted by Licensee and its affiliates Affiliates pursuant to Section 2.2 shall automatically and immediately terminate, and (zd) Licensee and Payor, and their affiliates its Affiliates (except for Licensor), Licensor and CDL) shall immediately cease using in any manner the Licensed MarksIP. Licensee and Payor agree agrees that upon termination of this Agreement pursuant such failure to Sections 12.1make any payment or cure any other material breach, 12.2, or 12.3, they it and their affiliates its Affiliates (except for LicensorLicensor and CDL) shall have no rights to use the Licensed Marks IP in any manner and, and as between Licensor and Licensee, Licensor shall have the exclusive rights to use, license, sublicense, use and otherwise exploit, in any manner, exploit the Licensed Marks IP. 12.5 This Agreement and may freely assign the license provided for herein shall automatically terminate and be of no further effect if the MSA expires or transfer such exclusive rightsis terminated on account of a breach thereof by Licensee, provided that Section 2.3 shall continue to apply for the Re-Branding Period following any termination or expiration of the MSA. 12.6 Notwithstanding any of the foregoing or any other provision of this Agreement, if any of the Exchangeable Notes and/or Term Loans are then outstanding and Licensee is permitted to, and wishes to, terminate this Agreement for any reasons, Licensee shall give notice to the applicable agent, trustee or trustees in respect of the outstanding Exchangeable Notes and/or Term Loans, as applicable, not fewer than ninety (90) days prior to such termination taking effect and an opportunity during such ninety (90)-day period for the Holders or Term Lenders, as applicable, to cure, or cause to be cured, any breach giving rise to a right of termination. Licensee shall reasonably cooperate with any Holders or Term Lenders, as applicable, in connection with a proposed cure and, for the avoidance of doubt, if any applicable breach is in fact cured during such 90-day period, then termination on account of the applicable breach shall not be permitted. 12.7 This Agreement shall automatically may be terminated by Licensor immediately and immediately terminate if without notice in the 2017 IP License Agreement terminates event Licensee: (a) admits in writing its inability to pay its debts generally as they become due in the ordinary course of business in accordance with their terms; (b) makes a general assignment for the benefit of creditors; (c) voluntarily commences any proceeding or files any petition seeking liquidation, court protection, reorganization or other relief under any applicable bankruptcy, insolvency, receivership or similar law; or (d) is terminated the subject of an involuntary proceeding or petition that is filed seeking liquidation, court protection, reorganization or other relief under any applicable bankruptcy, insolvency, receivership or similar law, which is undismissed or unstayed for sixty (60) days or an order or decree approving or ordering any reasonof the foregoing is entered.