Common use of TERMINATION BY CMRL/LICENSOR Clause in Contracts

TERMINATION BY CMRL/LICENSOR. CMRL/LICENSOR, in its sole discretion, may terminate this Agreement due to any of the following events of default by the Licensee (hereinafter called the “Licensee Event of Default”): (i) The Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of this Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to CMRL/LICENSOR without any contributory factor of the Licensee; (ii) If at any time during the License Period, any payment, assessment, charge, lien, penalty or damage herein specified to be paid by the Licensee to CMRL/LICENSOR, or any part thereof, shall be in arrears and unpaid for a continuous period of 180 days; (iii) The Licensee has failed to submit Security Deposit for renewed amount six months before the date of the expiry of existing Security Deposit. (iv) Any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading; (v) The Licensee has engaged or knowingly has allowed any of its employees, Sub Licensee, agents, contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement; (vi) The Licensee has been adjudged as bankrupt or become insolvent; (vii) The Licensee has created any encumbrance, charges or lien in favor of any person or agency, over the Licensed Area, save and except as otherwise expressly permitted under this Agreement; (viii) A resolution for voluntary winding up has been passed by the shareholders of the Licensee; (ix) Any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to be wound up by NCLT of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior written consent of CMRL/LICENSOR, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement; (x) The Licensee has abandoned the Project; (xi) The shareholding pattern of the SPC (being the Licensee) has been changed without obtaining prior written consent of CMRL/LICENSOR. (xii) In case the Licensee or its Sub Licensee had entered into any further Sub License (xiii) Agreement without the prior written consent of CMRL/LICENSOR; Provided that CMRL /LICENSOR shall give to the Licensee 30 days‟ time to cure the default prior to considering the events specified therein as Licensee‟s events of default and in the event the Licensee remedies the default to the satisfaction of the CMRL/LICENSOR within 30days, the event will not be considered as a Licensee Event of Default. In the event of default, above, the Licensor shall be entitled to terminate this Agreement at any point of time in its sole discretion by giving 30 days‟ notice period to the Licensee. This Agreement shall thereafter automatically stand terminated notwithstanding any further action by either Party. The Licensee shall incorporate these termination clauses in the agreement of sub-License as well. All such sub-License agreements will automatically stand terminated once this agreement is terminated.

TERMINATION BY CMRL/LICENSOR. CMRL/LICENSORLICENSOR , in its sole discretion, may terminate this Agreement due to any of the following events of default by the Licensee (hereinafter called the “Licensee Event of Default”): (ia) The Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of this Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to CMRL/LICENSOR without any contributory factor of the Licensee; (iib) If at any time during the License Period, any payment, assessment, charge, lien, penalty or damage herein specified to be paid by the Licensee to CMRL/LICENSORLICENSOR , or any part thereof, shall be in arrears and unpaid for a continuous period of 180 days; (iiic) The Licensee has failed to submit Security Deposit for renewed amount six months before the date of the expiry of existing Security Deposit. (ivd) Any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading; (ve) The Licensee has engaged or knowingly has allowed any of its employees, Sub Licensee, agents, contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement; (vif) The Licensee has been adjudged as bankrupt or become insolvent; (viig) The Licensee has created any encumbrance, charges or lien in favor of any person or agency, over the Licensed Area, save and except as otherwise expressly permitted under this Agreement; (viiih) A resolution for voluntary winding up has been passed by the t h e shareholders of the Licensee; (ixi) Any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to be wound up by NCLT of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior written consent of CMRL/LICENSORLICENSOR , provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement; (xj) The Licensee has abandoned the Project; (xik) The shareholding pattern of the SPC (being the Licensee) has been changed without obtaining prior written consent of CMRL/LICENSOR. (xiil) In case the Licensee or its Sub Licensee had entered into any further f u r t h e r Sub License (xiii) L i c e n s e Agreement without the prior written consent of CMRL/LICENSOR; Provided that CMRL /LICENSOR in the event of application under sub-clauses (a) and (b), above CMRL/LICENSOR shall give to the Licensee 30 days‟ days’ time to cure the default prior to considering the events specified therein as Licensee‟s Licensee’s events of default and in the event the Licensee remedies the default to the satisfaction of the CMRL/LICENSOR within 30days, the event will not be considered as a Licensee Event of Default. In the event of defaultdefault under sub-clauses (c) to (l), above, the Licensor shall be entitled to terminate this Agreement at any point of time in its sole discretion by giving 30 days‟ days’ notice period to the Licensee. This Agreement shall thereafter automatically stand t h e r e a f t e r a u t o m a t i c a l l y stands terminated notwithstanding any further action by either Party. The Licensee shall incorporate these termination clauses in the agreement of sub-License as well. .. All such sub-License agreements will automatically stand terminated once this agreement is terminated.

TERMINATION BY CMRL/LICENSOR. CMRL/LICENSOR, in its sole discretion, may terminate this Agreement due to any of the following events of default by the Licensee (hereinafter called the “Licensee Event of Default”): (i) The Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of this Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to CMRL/LICENSOR without any contributory factor of the Licensee; (ii) If at any time during the License Period, any payment, assessment, charge, lien, penalty or damage herein specified to be paid by the Licensee to CMRL/LICENSOR, or any part thereof, shall be in arrears and unpaid for a continuous period of 180 days; (iii) The Licensee has failed to submit Security Deposit for renewed amount six 1 months before the date of the expiry of existing Security Deposit. (iv) Any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading; (v) The Licensee has engaged or knowingly has allowed any of its employees, Sub Licensee, agents, contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement; (vi) The Licensee has been adjudged as bankrupt or become insolvent; (vii) The Licensee has created any encumbrance, charges or lien in favor of any person or agency, over the Licensed Area, save and except as otherwise expressly permitted under this Agreement; (viii) A resolution for voluntary winding up has been passed by the shareholders of the Licensee; (ix) Any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to be wound up by NCLT of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior written consent of CMRL/LICENSOR, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement; (x) The Licensee has abandoned the Project; (xi) The shareholding pattern of the SPC (being the Licensee) has been changed without obtaining prior written consent of CMRL/LICENSOR. (xii) In case the Licensee or its Sub Licensee had entered into any further Sub License (xiii) Agreement without the prior written consent of CMRL/LICENSOR; Provided that CMRL /LICENSOR shall give to the Licensee 30 days‟ time to cure the default prior to considering the events specified therein as Licensee‟s events of default and in the event the Licensee remedies the default to the satisfaction of the CMRL/LICENSOR within 30days, the event will not be considered as a Licensee Event of Default. In the event of default, above, the Licensor shall be entitled to terminate this Agreement at any point of time in its sole discretion by giving 30 days‟ notice period to the Licensee. This Agreement shall thereafter automatically stand terminated notwithstanding any further action by either Party. The Licensee shall incorporate these termination clauses in the agreement of sub-License as well. All such sub-License agreements will automatically stand terminated once this agreement is terminated.

TERMINATION BY CMRL/LICENSOR. CMRL/LICENSOR, in its sole discretion, may terminate this Agreement due to any of the following events of default by the Licensee (hereinafter called the “Licensee Event of Default”): (ia) The Licensee has failed to perform or discharge any of its obligations in accordance with the provisions of this Agreement, unless such event has occurred because of a Force Majeure Event, or due to reasons solely attributable to CMRL/LICENSOR without any contributory factor of the Licensee; (iib) If at any time during the License Period, any payment, assessment, charge, lien, penalty or damage herein specified to be paid by the Licensee to CMRL/LICENSORLICENSOR , or any part thereof, shall be in arrears and unpaid for a continuous period of 180 days; (iiic) The Licensee has failed to submit Security Deposit for renewed amount six months before the date of the expiry of existing Security Deposit. (ivd) Any representation made or warranties given by the Licensee under this Agreement is found to be false or misleading; (ve) The Licensee has engaged or knowingly has allowed any of its employees, Sub Licensee, agents, contractor or representative to engage in any activity prohibited by law or which constitutes a breach of or an offence under any law, in the course of any activity undertaken pursuant to this Agreement; (vif) The Licensee has been adjudged as bankrupt or become insolvent; (viig) The Licensee has created any encumbrance, charges or lien in favor of any person or agency, over the Licensed Area, save and except as otherwise expressly permitted under this Agreement; (viiih) A resolution for voluntary winding up has been passed by the shareholders of the Licensee; (ixi) Any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to be wound up by NCLT of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior written consent of CMRL/LICENSORLICENSOR , provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement; (xj) The Licensee has abandoned the Project; (xik) The shareholding pattern of the SPC (being the Licensee) has been changed without obtaining prior written consent of CMRL/LICENSOR. (xiil) In case the Licensee or its Sub Licensee had entered into any further Sub License (xiii) License Agreement without the prior written consent of CMRL/LICENSOR; Provided that CMRL /LICENSOR in the event of application under sub-clauses (a) and (b), above CMRL/LICENSOR shall give to the Licensee 30 days‟ time to cure the default prior to considering the events specified therein as Licensee‟s events of default and in the event the Licensee remedies the default to the satisfaction of the CMRL/LICENSOR within 30days, the event will not be considered as a Licensee Event of Default. In the event of defaultdefault under sub-clauses (c) to (l), above, the Licensor shall be entitled to terminate this Agreement at any point of time in its sole discretion by giving 30 days‟ notice period to the Licensee. This Agreement shall thereafter automatically stand stands terminated notwithstanding any further action by either Party. The Licensee shall incorporate these termination clauses in the agreement of sub-License as well. .. All such sub-License agreements will automatically stand terminated once this agreement is terminated.