Termination by Contributor. If, prior to Closing, the Acquiror defaults in performing any of its obligations under this Agreement (including its obligation to acquire the Property), and the Acquiror fails to cure any such default within ten business days after notice thereof from the Contributor, then the Contributor's sole remedy for such default shall be to terminate this Agreement.
Termination by Contributor. The Contributor shall have the right to terminate this Agreement at any time on or after February 15, 2005, for any reason.
Termination by Contributor. If, prior to Closing, the Acquiror defaults in performing any of its obligations under this Agreement (including its obligation to acquire the Property), or any of its obligations under the Other Contribution Agreements, and the Acquiror fails to cure any such default within ten (10) business days after notice thereof from the Contributor, then the Contributor's sole remedy for such default shall be to terminate this Agreement, retain the Deposit and receive reimbursement of its expenses as discussed in Section 6.4(c). The Contributor and the Acquiror agree that, in the event of such a default, the damages that the Contributor would sustain as a result thereof would be difficult if not impossible to ascertain. Therefore, the Contributor and the Acquiror agree that the Contributor shall retain the Deposit as full and complete liquidated damages and as the Contributor's sole remedy.
Termination by Contributor. This Agreement may be terminated at any time prior to the Closing by Contributor if there has been a breach of any representation, warranty, covenant or agreement made by SEP in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied, and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (i) 30 calendar days after written notice thereof is given by Contributor to SEP and (ii) one Business Day prior to the Outside Date; provided that Contributor is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 8.1, Section 8.2(a) or Section 8.2(b) not to be satisfied.
Termination by Contributor. Contributor may terminate this Agreement at any time upon giving written notice to the Secretary. After the effective date of termination, Contributor shall not be subject to any agreement to grant any further copyright ownership, or license of its Necessary Claims, except as provided in Section 7.3 below.
Termination by Contributor. This Agreement may be terminated by Contributor at any time prior to the Closing Date, by delivery of written notice to Contributee:
(i) if any action restraining, enjoining or otherwise prohibiting consummation of the transaction contemplated herein shall be threatened by any party; or
(ii) if Contributor reasonably determines it is necessary to terminate this Agreement in order to satisfy its fiduciary obligations to its investors.
Termination by Contributor. Contributor may terminate the licenses granted in Section 2.2 and all rights granted to Company thereunder upon written notice to Company if: (i) Company files a petition for bankruptcy or is adjudicated bankrupt; (ii) a petition in bankruptcy is filed against Company and such petition is not dismissed within ninety (90) calendar days; (iii) Company becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) Company discontinues the business that is covered by this Agreement; (v) a receiver is appointed for Company or its business; or (vi) Company is in material breach of any of the terms or conditions set forth herein, which breach remains uncured thirty (30) days after written notice thereof from Contributor; provided, however, that (i) such material breach was not caused by any action or inaction of Contributor, and (ii) Contributor did not prevent or limit Company’s attempts to cure such breach. Notwithstanding the foregoing, unless such extension period would create a risk of a breach by Contributor under any Third Party License, if Company is using commercially reasonable efforts to cure a material breach but is unable to do so within thirty (30) days, then the cure period will be extended for an additional sixty (60) days so long as Company continues to use commercially reasonable efforts to cure the breach.
Termination by Contributor. If, prior to Closing, the Acquiror defaults -------------------------- in performing any of its obligations under this Agreement (including its obligation to Acquisition the Property), the Contributor's sole remedy for such default shall be to terminate this Agreement and receive the Deposit, if any. The Contributor and the Acquiror agree that, in the event of such a default, the damages that the Contributor would sustain as a result thereof would be difficult if not impossible to ascertain. The Contributor hereby waives and releases any and all other rights and remedies for a default by the Acquiror. Therefore, the Contributor and the Acquiror agree that, the Contributor shall retain the Deposit, if any, as full and complete liquidated damages and as the Contributor's sole remedy.
Termination by Contributor. If, prior to Closing, the Acquiror defaults in performing any of its obligations under this
Termination by Contributor. (a) If, prior to Closing, the Acquiror defaults in performing any of its obligations under this Agreement (including its obligation to acquire the Property), and the Acquiror fails to cure any such default within ten (10) business days after notice thereof from the Contributor, then the Contributor's sole remedy for such default shall be to terminate this Agreement and receive the "Contributor's Break-Up Fee" (as defined in Subsection (b) below). If the Contributor terminates this Agreement and is entitled to the Contributor's Break-Up Fee, then, without limiting Contributor's rights to receive such fee, Contributor shall retain all remedies accruing as a result of the termination until such fee has been received by the Contributor.
