We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Appears in 4 contracts

Samples: Marketing Agreement (Highwaymaster Communications Inc), Marketing Agreement (Highwaymaster Communications Inc), Marketing Agreement (Highwaymaster Communications Inc)

Termination by Licensor. Without Notice (a) This Agreement may be terminated by Licensor if: (i) Licensee shall be deemed (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to be in default under this Agreementcure any other breach, and all rights granted herein shall automatically terminate without (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not opposed by Licensee been cured within sixty (60) days of such filingnotice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or if Licensee is adjudicated as bankrupt otherwise transfer any of its rights, benefits, powers, duties responsibilities or insolvent; or if obligations under this Agreement to any person other than a bill xx equity or other proceeding for the appointment of a receiver wholly-owned subsidiary of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licenseewithout the written consent of Licensor; or if or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a receiver or other permanent or temporary custodian bankruptcy of Licensee's assets or property, or any part thereofone or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, is appointed by any court Licensor shall deliver to Licensee a written notice of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or termination, which notice shall specify the basis therefor in reasonable detail and an effective date of record for termination not less than thirty (30) days or longer (unless supersedeas bond is filed); or if after the date of delivery to Licensee is dissolved; or if of the notice. If Licensee in good faith disputes that Licensor has a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's businessvalid basis for termination, the loss parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of which would have a material adverse effect liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on Licenseeaccount of such breach. (d) Upon the termination of this Agreement, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property all rights of Licensee used in its businessgranted hereunder shall terminate. Notwithstanding the foregoing, the loss of which would Licensee shall have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any market(s) in breach of this Agreement occurring prior to the Territory; or if Licensee loses any government license required to engage in effective date of its termination shall survive the Business or otherwise forfeits termination of this Agreement. In addition, the right to do or transact business in one or more market(s), in which event Licensee's rights under following provisions of this Agreement shall automatically terminateexplicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Appears in 4 contracts

Samples: Patent License Agreement (Vishay Precision Group, Inc.), Patent License Agreement (Vishay Precision Group, Inc.), Patent License Agreement (Vishay Precision Group, Inc.)

Termination by Licensor. Without Notice WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx xxxx in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; : or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's business Primary Services business, or property, any of the loss of which would have a material adverse effect on Licenseeproperty related thereto; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any government license required to engage other material Permit for one or more market(s) in the Business Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Appears in 3 contracts

Samples: License Agreement (Dobson Sygnet Communications Co), License Agreement (Dobson Sygnet Communications Co), Cellular One License Agreement (Dobson Communications Corp)

Termination by Licensor. Without Notice Licensee The occurrence of any of the following events shall be deemed constitute good cause for LICENSOR, at its sole and absolute option and without prejudice to be in default under any other rights or remedies provided for hereunder or by law or equity, to immediately terminate this Agreement by giving written notice to LICENSEE: (a) If LICENSEE breaches Section 6 or 15 of this Agreement; (b) If LICENSEE breaches any other term or condition of this Agreement and LICENSEE fails to cure such breach within thirty (30) days after notice thereof from LICENSOR; (c) If any Products are sold or distributed by LICENSEE, and all rights granted herein or LICENSEE otherwise knowingly suffers or permits such Products to enter into commerce, in any jurisdiction other than the Territory, except as permitted under any other written license between the parties; (d) If LICENSEE determines to cease business, LICENSEE ceases to engage in the sale, manufacture and/or distribution of Products for a period of ninety (90) days other than by reason of the occurrence of a force majeure event or condition, LICENSEE liquidates or LICENSEE is ordered by a court of competent jurisdiction to liquidate its business; (e) If LICENSEE fails to pay in full within ten (10) days when due any royalty payable to LICENSOR under Article 2 of this Agreement; (f) If LICENSEE files any voluntary petition in bankruptcy or liquidation or for any corporate reorganization or for any similar relief under the liquidation, bankruptcy or insolvency laws of any jurisdiction; upon the filing of any involuntary petition in bankruptcy or its equivalent against LICENSEE not dismissed within ninety (90) days from the filing thereof; the appointment of a receiver or administrator of any of LICENSEE's property or assets or the equivalent for LICENSEE by any court of any jurisdiction, which receiver or administrator shall automatically terminate without notice to Licensee, not have been dismissed within ninety (90) days from the date of such appointment; if Licensee becomes insolvent or LICENSEE makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated LICENSEE becomes unable to meet debts as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, they mature or any part thereof, is appointed occurrence similar to any of the foregoing under the laws of any jurisdiction irrespective of whether such occurrences are voluntary or involuntary or whether they are by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; law or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateotherwise.

Appears in 3 contracts

Samples: Trademark License Agreement (Coffee Holding Co Inc), Trademark License Agreement (Coffee Holding Co Inc), Trademark License Agreement (Coffee Holding Co Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or (iii) Licensee shall fail to make any payment due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used distribute and sell each Licensed Products and utilize each character set forth in the operation Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's businessresultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or control: or (x) A manufacturer approved pursuant to Paragraph 11(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against third party who Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xiii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 2 contracts

Samples: License Agreement, Retail License Agreement (Bam Entertainment Inc)

Termination by Licensor. Without Notice a. If Licensee or any of its Affiliates or Sublicensees, anywhere in the Territory, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent Right is invalid, unenforceable or otherwise not patentable or would not be infringed by Licensee’s activities absent the rights and licenses granted hereunder, Licensor shall be deemed have the right to be immediately terminate this Agreement in default under this Agreementits entirety, and all including the rights granted herein shall automatically terminate without of any Sublicensees, upon written notice to Licensee. b. If (i) Licensee (and its Affiliates and Sublicensees) ceases Development of all Licensed Products in a country for a period of [***], if (ii) a Licensed Product is not being Commercialized anywhere in the Territory by or on behalf of Licensee, and (iii) Licensee becomes insolvent or makes a general assignment is not actively engaged in Development activities for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertyUnited States market, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would Licensor shall have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under terminate this Agreement in its entirety by providing [***] prior written notice to Licensee; provided that such termination shall automatically terminatenot be effective if Licensee, its Affiliate or Sublicensee re-starts Development within such [***] notice period. Notwithstanding the foregoing, the normal pauses or gaps between or following clinical studies or other studies for the analysis of data, preparation of reports and design of future clinical studies or preparation of regulatory filings and other customary development functions not constituting clinical studies do not constitute a cessation of development.

Appears in 1 contract

Samples: License Agreement (Monopar Therapeutics)

Termination by Licensor. Without Notice Licensor may, at its option, terminate this Agreement, upon written notice to Licensee shall be deemed after the occurrence of any of the following events or as otherwise provided in this Agreement: 7.2.1 subject to be the provisions set forth in default Section 10, any material breach of any of Licensee’s obligations under this Agreement, which includes any material breach of the express representations, warranties or covenants of Licensee set forth in Section 6.2, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and all rights granted herein shall automatically terminate without notice Licensor’s demand that it be cured, and for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (90) day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to Licenseethe provisions set forth in Section 10, if Licensee becomes insolvent (a) the filing in any court or makes a general assignment for the benefit agency pursuant to any statute or regulation of creditors; any state, country or if jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed by Licensee or against Licensee in any insolvency proceeding, and such petition is not opposed by Licensee dismissed within sixty (60) days of such filing; after the filing thereof, or if Licensee is adjudicated as bankrupt will propose or insolvent; be a party to any dissolution or liquidation, or if a bill xx equity or other proceeding Licensee will make an assignment for the appointment benefit of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertyits creditors, or (b) with twenty-four (24) hours written notice, if at any part thereof, is appointed by any court of competent jurisdiction; or if time Licensee voluntarily enters into proceedings for a composition with creditors winding up or dissolution of business; provided, however, if Licensee provides for the cure of all of its defaults under this Agreement (if any) and provides adequate assurance of its future performance of its obligations, then Licensor shall not have the right to terminate this Agreement pursuant to this Section 7.2.2(a); 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any state payment required to be made to Licensor as set forth in Section 5 or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for Section 8.2, which Licensee fails to remedy within thirty (30) days or longer after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any breach of Licensee’s obligations under Section 11.13, which Licensee fails to remedy within sixty (unless supersedeas bond is filed)60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the obligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured; or if Licensee is dissolved; or if a suit or 7.2.6 Subject to foreclose any lien or mortgage against real or personal property used the provisions set forth in Section 10, nothing in the operation foregoing subsections of Licensee's business, the loss of which would this Section 7.2 shall prohibit Licensor from pursuing any and all rights and remedies it may have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement or at law or in equity. For the avoidance of doubt, Licensor’s right to terminate under Sections 7.2.3, or 7.2.4 shall automatically terminatenot be subject to the provisions set forth in Section 10, shall not expire, and any such termination shall take effect upon written notice to Licensee.

Appears in 1 contract

Samples: Exclusive License Agreement (Eterna Therapeutics Inc.)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in subparagraph 7(c) hereof; or (iii) If Licensee shall fail to make any payments due hereunder on the date due; or (iv) If Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, country or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30distribute and sell each Licensed Product(s) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used and utilize each Character set forth in the operation Name and Character within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character within the Territory. Such default and Licensor's businessresultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Products(s) without the prior written approval of Licensor as provided in paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to subparagraph 10(b) hereof shall engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in third party for delivery outside the Territory; or (xii) If Licensee shall breach any other agreement in effect between Licensor or if any other client or Warner Bros. Consumer Products on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee loses by certified mail. Licensee shall have ten (10) days from the date of receiving notice in which to correct any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(sof these defaults (except subdivisions (vi) and (viii) above which are not curable), in which event Licensee's rights under and failing such, this Agreement shall automatically terminatethereupon immediately terminate and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable and no portion of prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed by any court immediately destroyed and Licensee provides a certificate of competent jurisdictiondestruction to Licensor; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against or (ix) Saul Gamoran is no longer an exxxxxxxx xxxicer of Licensee; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory, except as provided for in Paragraph 10.(c) above; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), is instituted against Licensee (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii) , (v) and (vi) : fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention or applicable laws, regulations or standards or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used distribute and sell each Licensed Products and utilize each character set forth in the operation Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's businessresultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a substantial change of management; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against third party who Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xiii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) If Licensee shall fail to make any payments due hereunder on the date due; or (iv) If Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; creditor, or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30distribute and sell the Licensed Product(s) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used and utilize the Characters set forth in the operation Licensed Property within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell the Licensed Products and utilize the characters within the Territory. Such default and Licensor's resultant right of Licensee's businesstermination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee fails to meet said Marketing Date retirement; or (viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to Paragraph 10(b) hereof shall engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in third party for delivery outside the Territory; or (xii) If Licensee has made a material misrepresentation or if has omitted to state a material fact necessary to make the statements not misleading; or (xiii) If Licensee loses shall breach any government license required other agreement in effect between Licensee and Licensor. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by certified mail. Licensee shall have ten (10) days from the date of receiving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable and no portion of prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Decor Group Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply in all material respects with any laws, or regulations as provided in Paragraph 13(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, distribute and sell the Licensed Products and/or Licensed Premiums) on or before the Marketing Date or thereafter fails to diligently and continuously execute the Licensed Promotion; or (viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any part thereofof the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a change of control as defined in Attachment A, is appointed attached hereto and incorporated herein by any court reference, provided that Licensor must give written notice of competent jurisdiction; or termination, if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for at all, within thirty (30) days or longer (unless supersedeas bond after written notice of the change in control is filed)given to Licensor by Licensee; or [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8(h), (i) or (j) hereof; or (xi) A manufacturer approved pursuant to Paragraph 10(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee is dissolvedwould entitle Licensor to terminate this Agreement; or (xii) Licensee delivers or if sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a suit third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xiii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiv) Licensee has made a material misrepresentation or has omitted to foreclose state a material fact necessary to make the statements not misleading as they pertain to this Agreement; or (xv) Licensee shall materially breach any lien or mortgage against real or personal property used other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee in the operation manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (x) and (xii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be immediately due and payable in full and no portion of those prior payments shall be repayable to Licensee's business. (c) Licensee shall have the right to terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the loss provisions of which would have this Agreement, or otherwise at law or in equity, if Licensor defaults in the performance of any of its obligations provided for in this Agreement or in the event of a material adverse effect on Licenseebreach by Licensor of its warranties or representations set forth in this Agreement. In the event any such default occurs, is instituted against Licensee and not dismissed within shall give notice of termination in writing to Licensor by certified mail. Licensor shall have thirty (30) days from the date of giving notice in which to correct any default or, if the correction would reasonably take more than thirty (30) days; or if execution , such additional time as is levied against Licensee's business or propertyneeded so long as Licensor diligently pursues such correction, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its businessand failing such correction, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.

Appears in 1 contract

Samples: Promotional License Agreement (Poore Brothers Inc)

Termination by Licensor. Without Notice Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall be deemed to be in default under this Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or insolvent or approving a petition in bankruptcy is filed by seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and not opposed by any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; 44 (ii) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (iii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or more times during the term of this Agreement, such ten (10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same to completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of such filingthe Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is adjudicated as bankrupt not thereafter discharged by Licensee, or insolvent; any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (viii) If Licensee's right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a bill xx equity Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other proceeding for the appointment action of a receiver of Licensee or Governmental Authority, other custodian than for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian loss of Licensee's assets or propertypossession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any part thereofviolation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or any Affiliate, is appointed by in any court material respect, violates: (i) the non-competition covenants contained in Section 17(A) of competent jurisdictionthis Agreement; or (ii) the confidential information covenants contained in Section 20 of this Agreement, and, in each case, if proceedings such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor's written notice thereof; (xii) If Licensee fails to make a diligent, good faith effort to obtain and maintain a liquor license for a composition with creditors the Hotel/Casino; or (xiii) If Licensee is in default, after expiration of any applicable cure period, under any state or federal law should be instituted by or against Licensee; or if obligation to a material final judgment remains unsatisfied or of record for thirty Secured Party (30) days or longer (unless supersedeas bond is filedas hereinafter defined); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Appears in 1 contract

Samples: License Agreement (Premier Finance Biloxi Corp)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply in all material respects with any laws, or regulations as provided in Paragraph 13(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, distribute and sell the Licensed Products and/or Licensed Premiums) on or before the Marketing Date or thereafter fails to diligently and continuously execute the Licensed Promotion; or (viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any part thereofof the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a change of control as defined in Attachment A, is appointed attached hereto and incorporated herein by any court reference, provided that Licensor must give written notice of competent jurisdiction; or termination, if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for at all, within thirty (30) days after written notice of the change in control is given to Licensor by Licensee; or (x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8(h), (i) or longer (unless supersedeas bond is filed)j) hereof; or (xi) A manufacturer approved pursuant to Paragraph 10(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee is dissolvedwould entitle Licensor to terminate this Agreement; or (xii) Licensee delivers or if sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a suit third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xiii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiv) Licensee has made a material misrepresentation or has omitted to foreclose state a material fact necessary to make the statements not misleading as they pertain to this Agreement; or (xv) Licensee shall materially breach any lien or mortgage against real or personal property used other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee in the operation manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (x) and (xii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be immediately due and payable in full and no portion of those prior payments shall be repayable to Licensee's business. (c) Licensee shall have the right to terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the loss provisions of which would have this Agreement, or otherwise at law or in equity, if Licensor defaults in the performance of any of its obligations provided for in this Agreement or in the event of a material adverse effect on Licenseebreach by Licensor of its warranties or representations set forth in this Agreement. In the event any such default occurs, is instituted against Licensee and not dismissed within shall give [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. notice of termination in writing to Licensor by certified mail. Licensor shall have thirty (30) days from the date of giving notice in which to correct any default or, if the correction would reasonably take more than thirty (30) days; or if execution , such additional time as is levied against Licensee's business or propertyneeded so long as Licensor diligently pursues such correction, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its businessand failing such correction, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.

Appears in 1 contract

Samples: Promotional License Agreement (Poore Brothers Inc)

Termination by Licensor. Without Notice Licensee shall be deemed a. Licensor will have the right to be terminate this Agreement if Neurocrine materially breaches or defaults in the performance or observance of any of the provisions of this Agreement and such breach or default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee cured within sixty (60) days after receipt of such filing; written notice thereof from the Licensor. b. Licensor may, upon giving written notice of termination, immediately terminate this Agreement upon receipt of notice that Neurocrine has become insolvent or if Licensee is adjudicated as bankrupt has suspended business or insolvent; has filed a voluntary petition or if a bill xx equity has filed an answer admitting the jurisdiction of the U.S. Bankruptcy Court in the material allegations of, or other proceeding has consented to, an involuntary petition purporting to be pursuant to any reorganization or insolvency law of any jurisdiction, or has made an assignment for the benefit of creditors or has applied for or consented to the appointment of a receiver or trustee of Licensee or other custodian for Licensee's business or assets if filed a substantial part of its property. c. Any amount payable hereunder by one of the parties to the other, which has not been paid by the date on which such payment is due, and consented to by Licensee; or if a receiver or other permanent or temporary custodian is not cured within sixty (60) days after receipt of Licensee's assets or property, or any part written notice thereof, shall bear interest from such date until the date on which such payment is appointed made, at the rate of two percent (2%) per annum in excess of the prime rate prevailing at the Citibank, NA, in New York, New York, during the period of arrears. Such amount and the interest thereon may be set off against any amount due, whether in terms of this Agreement or otherwise howsoever, to the party in default by any court non-defaulting party. d. Upon termination of competent jurisdiction; or if proceedings this Agreement for a composition with creditors under any state or federal law should reason other than termination pursuant to Section 5.2(a) and prior to expiration as set forth in Section 5.1 hereof, all rights in and to the Licensed Patent Rights shall revert to Licensor, and Neurocrine shall not be instituted by or against Licensee; or if a material final judgment remains unsatisfied or entitled to make any further use whatsoever of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation Licensed Patent Rights. e. Termination of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatenot relieve the parties of any obligation to the other party incurred prior to such termination , provided that in the event of termination by Neurocrine pursuant to Section 5.2, Neurocrine shall be relieved of all obligations hereunder including, without limitation, obligations referenced in Section 3.2 and 3.5.

Appears in 1 contract

Samples: Nonexclusive License Agreement (Neurocrine Biosciences Inc)

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolveddissolved except where the Licensee is a limited partnership and, promptly Cellular One License Agreement 23 following dissolution, such limited partnership is reconstituted with the same general partners; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Cellular Telephone Service business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Cellular Telephone Service business or property, the loss of which would have a material adverse effect on Licensee; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Cellular Telephone Service business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Cellular Telephone Service business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses any government its FCC license required to engage in the Business or FCC construction permit for one or more market(s) or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) for which Licensee continues to hold FCC license(s).

Appears in 1 contract

Samples: License Agreement (Mercury Inc)

Termination by Licensor. Without Notice WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx xxxx in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; : or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless a supersedeas bond is filed); or if Licensee is dissolved; dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's business Primary Services business, or property, any of the loss of which would have a material adverse effect on Licenseeproperty related thereto; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any government license required to engage other material Permit for one or more market(s) in the Business Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Appears in 1 contract

Samples: License Agreement (Dutchess County Cellular Telephone Co Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) If Licensee shall fail to make any payments due hereunder on the date due; or (iv) If Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30distribute and sell the Licensed Product(s) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used and utilize the Characters set forth in the operation Licensed Property within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell the Licensed Products and utilize the Characters within the Territory. Such default and Licensor's resultant right of Licensee's businesstermination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to Paragraph 10(b) hereof shall engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in third party for delivery outside the Territory; or (xii) If Licensee has made a material misrepresentation or if has omitted to state a material fact necessary to make the statements not misleading; or (xiii) If Licensee loses shall breach any government license required other agreement in effect between Licensee and Licensor. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by certified mail. Licensee shall have ten (10) days from the date of receiving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable and no portion of prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Decor Group Inc)

Termination by Licensor. Without Notice Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for “good cause”, which shall be deemed to be in default under this Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee’s rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or insolvent or approving a petition in bankruptcy is filed by seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and not opposed by any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (ii) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (iii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or more times during the term of this Agreement, such ten (10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor’s written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same to completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of such filingthe Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is adjudicated as bankrupt not thereafter discharged by Licensee, or insolvent; any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (viii) If Licensee’s right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a bill xx equity Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other proceeding action of a Governmental Authority, other than for a temporary loss of Licensee’s possession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the appointment Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of a receiver the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any violation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or other custodian for Licensee's business or assets if filed and consented to by Licenseeany Affiliate, in any material respect, violates: (i) the non-competition covenants contained in Section 17(A) of this Agreement; or (ii) the confidential information covenants contained in Section 20 of this Agreement, and, in each case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor’s written notice thereof; (xii) If Licensee fails to make a receiver or other permanent or temporary custodian diligent, good faith effort to obtain and maintain a liquor license for the Hotel/Casino; or (xiii) If Licensee is in default, after expiration of Licensee's assets or propertyany applicable cure period, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if obligation to a material final judgment remains unsatisfied or of record for thirty Secured Party (30) days or longer (unless supersedeas bond is filedas hereinafter defined); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Appears in 1 contract

Samples: License Agreement (Twin River Worldwide Holdings, Inc.)

Termination by Licensor. Without Notice Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall be deemed to be in default under this Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (1) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or insolvent or approving a petition in bankruptcy is filed by seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and not opposed by any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (2) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (3) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within sixty (60) days after such payment is past due, provided that if this subclause (A)(3) is triggered 3 or more times during the term of this Agreement, such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented sixty (60) day period shall be reduced to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; (4) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall 37 be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same; (5) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (6) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if execution any employee or officer of Licensee who is levied against not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (7) If Licensee defaults on its obligations under the Management Agreement, the Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (8) If Licensee's business or property, right of possession of the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Licensed Location shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee terminated at any time ceases to operate for any cause whatsoever, or otherwise abandons its business if a Lease is terminated or otherwise forfeits expires or if the right of possession of the Licensed Location is terminated due to do the Law or transact business other action of a Governmental Authority, other than for a temporary loss of Licensee's possession as a result of Force Majeure; (9) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(C), or (c) commence operation of the Hotel/Casino as required by Section 5(M) of this Agreement; (10) If there is any violation of any transfer provision contained in Section 16 of this Agreement; or (11) If Licensee, in any market(smaterial respect, violates: (i) the noncompetition covenants contained in the TerritorySection 17(A) of this Agreement; or if Licensee loses any government license required to engage (ii) the confidential information covenants contained in the Business or otherwise forfeits the right to do or transact business in one or more market(s)Section 20 of this Agreement, and, in which event Licenseeeach case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor's rights under this Agreement shall automatically terminatewritten notice thereof.

Appears in 1 contract

Samples: License Agreement (Full House Resorts Inc)

Termination by Licensor. Without Notice WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx xxxx in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolveddissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's business Primary Services business, or property, any of the loss of which would have a material adverse effect on Licenseeproperty related thereto; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any government license required to engage other material Permit for one or more market(s) in the Business Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Appears in 1 contract

Samples: License Agreement (Dobson Sygnet Communications Co)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or (iii) Licensee shall fail to make any payment due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell the Licensed Product throughout the Territory on or before the Marketing Date as defined in Paragraph 1(c). Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific regions/countries within the Territory in which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereof, is appointed by any court of competent jurisdictionthe Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property control. The term "control" as used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, preceding sentence shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits mean the right to do exercise, directly or transact business in any market(sindirectly, more than fifty percent (50%) in of the Territoryvoting rights attributable to the shares of the controlled entity; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.or

Appears in 1 contract

Samples: Retail License Agreement (Bam Entertainment Inc)

Termination by Licensor. Without Notice Licensee shall be deemed In addition to be the foregoing, Licensor may terminate this Agreement in default under this Agreement, and all rights granted herein shall automatically terminate without the following circumstances: 11.3.1 Immediately upon notice to Licensee, if Licensee becomes insolvent or Licensee's sub-contractors commit a material breach of any of their obligations concerning the scope of use or the protection of the Licensor Technology, or Confidential Information; or 11.3.2 Immediately upon notice if Licensee's Authorized Distributor commits a material breach of any of its obligations concerning the scope of use or protection of the Licensor's Technology or Applications, or Confidential Information and Licensee fails to take appropriate action, including termination of its agreement with the breaching Authorized Distributor; or 11.3.3 Immediately upon notice if Licensee (a) seeks the liquidation, reorganization, dissolution or winding-up of itself, (b) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its assets, (c) makes a general assignment for the benefit of its creditors, (d) commences a voluntary case under the applicable bankruptcy laws, or (e) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or readjustment of debts, or is reasonably likely to engage in any of the above (and Licensee agrees to terminate any of its Authorized Distributors who takes any of the above actions); or or 11.3.4 Immediately upon notice if a petition in bankruptcy proceeding or case shall be commenced or is filed by Licensee or reasonably likely to commence against Licensee without the application or consent of Licensee and not opposed by Licensee within such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the following shall be entered and continue unstayed and in effect, for a period of sixty (60) days from and after the date service of such filing; process is effected upon the party, seeking (a) Licensee's liquidation, reorganization, dissolution or if Licensee is adjudicated as bankrupt winding-up, or insolvent; the composition or if a bill xx equity or other proceeding for readjustment of its debts, (b) the appointment of a receiver trustee, receiver, custodian, liquidator or the like of Licensee or other custodian for Licensee's business of all or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian any substantial part of Licensee's assets or propertyits assets, or any part thereof, is appointed by any court (c) similar relief in respect of competent jurisdiction; or if proceedings for a composition with creditors Licensee under any state law relating to bankruptcy, insolvency, reorganization, winding-up or federal law should be instituted by the composition or against Licensee; readjustment of debts (and Licensee agrees to terminate any Authorized Distributor who is subject to any of the above actions or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filedevents); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Appears in 1 contract

Samples: License and Distribution Agreement (Viisage Technology Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed immediately destroyed and Licensee provides a certificate of destruction to Licensor; or (ix) Saul Gamoran is no longer an executive officer of Xxxxxxxe; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xii) Licensee uses any court labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of competent jurisdictionthe Licensed Products; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur, is instituted against Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii), (v) and (vi): fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under Licensor may terminate this Agreement, and all rights granted herein shall automatically terminate without Agreement by written notice to Licensee, if Licensee becomes insolvent immediately (or makes upon such other time period as indicated below) upon written notice to Licensee in any of the following events: (a) Licensee (or any of its authorized sublicensees) has committed a general assignment for the benefit material breach of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee this Agreement and not opposed by Licensee fails to remedy such breach within sixty (60) days of receipt of written notice giving full particulars of the breach and requiring it to be remedied. If such filingremedy cannot be reasonably cured within such sixty (60) day time period, Licensee shall have a commercially reasonable time period to effect cure of such breach, not to exceed six (6) months; (b) Licensee (or any of its authorized sublicensees) has materially altered the Licensed Marks without Licensor’s prior express written approval; (c) Licensee (or any of its authorized sublicensees) uses, markets, promotes or sells products bearing the Licensed Marks or provides services in connection with the Licensed Marks in any manner that deceives or misleads the public or damages or impairs the reputation or value of the Licensed Marks in any material respect; (d) Licensee (and its authorized sublicensees) ceases selling all of the Licensed Products under the Licensed Trademark for a period of 3 or more years; (e) Licensee (or any of its authorized sublicensees) challenges the validity or enforceability of, or Licensor’s right to use or license the use of (except where such challenge is in connection with the use or licensed use of Licensed Marks within the Critical Power Systems Market), the Licensed Marks or assists a third party in such a challenge; (f) Licensee (or any of its authorized sublicensees) files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state; or if Licensee is adjudicated as bankrupt has an involuntary petition filed against it under the United States Bankruptcy Code, or insolvent; a receiver appointed for its business, unless such petition or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) 90 days; or (g) Licensee assigns or if execution is levied against Licensee's business transfers or property, the loss of which would have a material adverse effect on Licensee; attempts to assign or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under transfer this Agreement shall automatically terminatein violation of Section 6.01.

Appears in 1 contract

Samples: Trademark License Agreement (Vertiv Co.)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed immediately destroyed and Licensee provides a certificate of destruction to Licensor; or (ix) Saul Gamoran is no longer an executive officer of Xxxxxxxx; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory, except as provided for in Paragraph 10.(c) above; or (xii) Licensee uses any court labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of competent jurisdictionthe Licensed Products; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), is instituted against Licensee (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii) , (v) and (vi) : fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) If Licensee shall fail to make any payments due hereunder on the date due; or (iv) If Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30distribute and sell each Licensed Product(s) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used and utilize each Character set forth in the operation Licensed Property within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character within the Territory. Such default and Licensor's businessresultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to Paragraph 10(b) hereof shall engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in third party for delivery outside the Territory; or (xii) If Licensee has made a material misrepresentation or if has omitted to state a material fact necessary to make the statements not misleading; or (xiii) If Licensee loses shall breach any government license required other agreement in effect between Licensee and Licensor. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by certified mail. Licensee shall have ten (10) days from the date of receiving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable and no portion of prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice Licensee The Licensor may at any time, immediately terminate this Agreement upon the happening of any of the following events: (a) If an order is made or a resolution passed for the winding up or the dissolution without winding up of the Licensee, provided always that default shall not be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment have occurred where the winding up is for the benefit purpose of creditors; reconstruction or if a petition in bankruptcy is filed by amalgamation and the scheme for reconstruction or amalgamation has the Licensor’s prior written consent (which consent shall not be unreasonably withheld); (b) If without the Licensor’s prior written consent the Licensee enters into an arrangement reconstruction or against Licensee and not opposed by Licensee within sixty composition with its creditors or any of them; (60c) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed to the Licensee; (d) if pursuant to the provisions of the Corporations Law the Licensee is placed under voluntary administration, official management or an inspector is appointed to investigate the affairs of the Licensee; (e) if without the Licensor’s prior written consent (which consent shall not be unreasonably withheld) the Licensee assigns, transfers or parts with possession of any material undertaking or assets to a person who is not an Affiliate of the Licensee, otherwise than in the ordinary course of business of the Licensee; (f) if default is made by any court the Licensee in payment of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for Royalty, and such default is not remedied within thirty (30) days after notice specifying such default and requiring the Licensee to remedy the same has been given by the Licensor to the Licensee; or (g) if default is made by the Licensee in performance or longer observance of any material provision of this Agreement other than a default referred to in paragraph (unless supersedeas bond f) of this Clause 14.1 and where such default is filed); or if Licensee capable of remedy such default is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed remedied within thirty (30) days; days after notice specifying such default and requiring the Licensee to remedy the same has been given by the Licensor or if execution is levied against the Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Appears in 1 contract

Samples: Licensing Agreement (Stemcells Inc)

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under Licensor may terminate this Agreement, and all the rights granted herein shall automatically terminate without of Licensee or any Sublicensee, by written notice to Licensee, Licensee immediately (or upon such other time period as indicated below) if Licensee becomes insolvent or makes a general assignment for any of the benefit of creditors; or if a petition in bankruptcy is filed by following events occur: (a) Licensee or against Licensee any Sublicensee has committed a material breach of this Agreement and not opposed by Licensee fails to remedy such breach within sixty (60) days of receipt of written notice of such filing; breach; (b) Licensee or if any Sublicensee has materially altered any Licensed Trademark without Licensor’s prior express written approval; (c) Licensee is adjudicated as bankrupt or insolvent; any Sublicensee uses, markets, promotes or if sells products or services bearing any Licensed Trademark in any manner that deceives or misleads the public or damages or impairs the reputation or value of any Licensed Trademark in any material respect; (d) Licensee or any Sublicensee challenges the validity or enforceability of, or Licensor’s right to use or license the use of, any Licensed Trademark or assists a bill xx equity third party in such a challenge, and fails to withdraw such challenge within five (5) days of Licensor’s written notice of its intent to terminate this Agreement due to such challenge; (e) Licensee or other proceeding any Sublicensee files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state or has an involuntary petition filed against it under the United States Bankruptcy Code or a receiver appointed for the its business, unless such petition or appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; ; (f) Licensee or if execution is levied against Licensee's business any Sublicensee undergoes a sale, merger, consolidation, spin-off, public or property, the loss private offering of which would have securities or other transaction or series of related transactions resulting in a material adverse effect on Licensee; third party (other than Licensor or if real or personal property any of its Affiliates) obtaining control of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constablesuch Sublicensee; or (g) Licensee assigns or if Licensee at any time ceases transfers or attempts to operate assign or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under transfer this Agreement shall automatically terminatein violation of Article 6.

Appears in 1 contract

Samples: Trademark License Agreement (Livent Corp.)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the -21- #90248 07978 00004 CORP 187184 event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed by any court immediately destroyed and Licensee provides a certificate of competent jurisdictiondestruction to Licensor; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against or (ix) Saul Gamoran is no longer xx xxxxxxxxx officer of Licensee; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur, is instituted against Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii), (v) and (vi): fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, is appointed by any court distribute and sell each of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30the Licensed Products and/or Licensed Premiums) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used and utilize each character set forth in the operation Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously execute the Licensed Promotion and utilize each Character throughout the Territory. Such default and Licensor's resultant right of Licensee's businesstermination (or recapture) shall only apply to the specific Character(s) and/or the specific aspect of the Licensed Promotion (i.e. a specific Licensed Product and/or Licensed Premium), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall execute the loss Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any of the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a substantial change of management or control; or (x) A manufacturer approved pursuant to Paragraph lO(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a material adverse effect on Licensee, is instituted against third party who Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiii) Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xiii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Appears in 1 contract

Samples: Promotional License Agreement (China Premium Food Corp)

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under Licensor may terminate this Agreement, and all the rights granted herein shall automatically terminate without of Licensee or any Sublicensee, by written notice to Licensee, Licensee immediately (or upon such other time period as indicated below) if Licensee becomes insolvent or makes a general assignment for any of the benefit of creditors; or if a petition in bankruptcy is filed by following events occur: (a) Licensee or against Licensee any Sublicensee has committed a material breach of this Agreement and not opposed by Licensee fails to remedy such breach within sixty (60) days of receipt of written notice of such filing; breach; (b) Licensee or if any Sublicensee has materially altered any Licensed Trademark without Licensor’s prior express written approval; (c) Licensee is adjudicated as bankrupt or insolvent; any Sublicensee uses, markets, promotes or if sells products or services bearing any Licensed Trademark in any manner that deceives or misleads the public or damages or impairs the reputation or value of any Licensed Trademark in any material respect; (d) Licensee or any Sublicensee challenges the validity or enforceability of, or Licensor’s right to use or license the use of, any Licensed Trademark or assists a bill xx equity third party in such a challenge, and fails to withdraw such challenge within five (5) days of Licensor’s written notice of its intent to terminate this Agreement due to such challenge; (e) Licensee or other proceeding any Sublicensee files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state or has an involuntary petition filed against it under the United States Bankruptcy Code or a receiver appointed for the its business, unless such petition or appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; ; (f) Licensee or if execution is levied against Licensee's business any Sublicensee undergoes a sale, merger, consolidation, spin-off, public or property, the loss private offering of which would have securities or other transaction or series of related transactions resulting in a material adverse effect on Licensee; third party (other than Licensor or if real or personal property any of its Affiliates) obtaining control of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constablesuch Sublicensee; or (g) Licensee assigns or if Licensee at any time ceases transfers or attempts to operate assign or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under transfer this Agreement shall automatically terminatein violation of ‎Article 6.

Appears in 1 contract

Samples: Trademark License Agreement (Livent Corp.)

Termination by Licensor. Without Notice Licensee shall be deemed to be in default The rights (including the Enhancement License) granted by a Licensor under an Enhancement License Agreement and this AgreementMaster Agreement may, and all rights granted herein shall automatically terminate without at such Licensor's option, upon written notice to LicenseeACTV, if Licensee becomes insolvent or makes a general be terminated by such Licensor at any time after any of the following occurrences: (a) An assignment by ACTV for the benefit of creditors; or if , a filing by ACTV of a voluntary petition in bankruptcy, a filing of a petition in against or an adjudication of ACTV under any bankruptcy is filed by Licensee or against Licensee and insolvency law not opposed by Licensee discharged within sixty (60) days of such filing; 45 days, or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the an appointment of a receiver for all or any portion of Licensee ACTV's property not discharged within 30 days; (b) Any breach by ACTV of any payment or other custodian for Licenseemonetary covenant or obligation hereunder, which breach is not cured within 15 days after ACTV's business receipt of written notice thereof from the Licensor; (c) Any intentional breach by ACTV of any covenant or assets obligation hereunder to refrain from exhibiting or distributing any specified programming or advertising in any particular locale; or (d) Any breach by ACTV of any material representation, warranty, covenant or obligation hereunder or under the Enhancement License Agreement with such Licensor (other than any covenant or obligation referred to in Sections 9(b) or 9(c) which is not cured within 30 days after written notice thereof to ACTV; provided that if filed ACTV is unable to cure such breach because of the nature of such breach, the Licensor may not terminate such Enhancement License Agreement if (i) within 30 days after such notice to ACTV, ACTV has taken reasonable steps to prevent a recurrence of such breach and consented such breach does not give rise to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertycontinuing damages to such Licensor, or any part thereof, (ii) such breach is appointed caused by any court reason beyond ACTV's reasonable control. Nothing in this Section 9 shall be deemed to limit any cause of competent jurisdiction; action or if proceedings recourse (except as herein otherwise expressly provided with respect to the termination hereof) which Liberty or any Licensor may have against ACTV, whether in common law, in equity, by statute or otherwise, for a composition with creditors any breach by ACTV of any warranty, covenant or obligation of ACTV hereunder or under any state Enhancement License Agreement or federal law should be instituted any misrepresentation by ACTV hereunder or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose under any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateEnhancement License Agreement.

Appears in 1 contract

Samples: Master Programming License Agreement (Actv Inc /De/)