Termination by Licensor. In addition to the termination provisions set forth in Sections 3.2, 3.3 and 5.3, above, Licensor may terminate this Agreement, including any license granted by Licensor herein, or any rights granted by Licensor with respect to any licensed Xxxx, at any time in accordance with the following procedures: (i) Licensor shall provide written notice of an alleged material breach of the Agreement to Licensee; (ii) Licensee shall have ninety (90) days from the date of such notice (the “Licensor Notice Date”) to refute the alleged material breach, cure the alleged material breach, or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreement. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxx, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marks, or to the goodwill associated therewith.
Appears in 1 contract
Samples: License Agreement
Termination by Licensor. In addition (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the termination provisions set forth in Sections 3.2, 3.3 and 5.3, above, Licensor may terminate of this Agreement, including any license granted by Licensor hereinor otherwise in law, or in equity, or otherwise, upon the occurrence of any rights granted by Licensor with respect to any licensed Xxxx, at any time in accordance with one or more of the following procedures: events (herein called "defaults"):
(i) Licensor shall provide written notice Licensee defaults in the performance of an alleged material breach any of the Agreement to Licenseeits obligations provided for in this Agreement; or
(ii) Licensee shall have ninety failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or
(90iii) 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 from after written notice thereof is sent by Licensor to the date of such notice 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 “Licensor Notice Date”) to refute the alleged material breachLicensed Products are harmful or defective in any way, cure the alleged material breachmanner or form, or take adequate steps 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 unable to pay its debts when due, or shall make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or 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 a Licensed Product throughout the Territory on or before the Marketing Date as defined in Paragraph 1(h). Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific regions/countries within the ninety (90Territory in which or wherein Licensee fails to meet said Marketing Date requirement. Licensor shall also have the right to recapture rights hereunder with respect to any Regions as set forth in Paragraph 1(b) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, which do not to exceed have approved distributors in place six (6) months from after the Licensor Notice Datedate of execution of this agreement; or
(viii) Licensee shall manufacture, unless otherwise agreed by the parties in writing; and (iii) if within ninety (90) days sell or distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor Notice Date such an alleged material breach remains uncured as provided in Paragraph 10 hereof; or
(ix) Licensee undergoes a substantial change of management or if Licensor reasonably believes Licensee has not taken adequate steps control. The term "control" as used in the preceding sentence shall mean the right to cure such alleged material breach in accordance with exercise, directly or indirectly, more than fifty percent (50%) of the foregoing, Licensor may terminate this Agreement. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or voting rights granted by Licensor with respect to any licensed Xxxx, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, attributable to the Marks, or to shares of the goodwill associated therewith.controlled entity; or
Appears in 1 contract
Termination by Licensor. In addition (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights that it may have, whether pursuant to the termination provisions set forth in Sections 3.2, 3.3 and 5.3, above, Licensor may terminate of this Agreement, including any license granted by Licensor hereinat law, in equity, or otherwise, upon the occurrence of any rights granted by Licensor with respect to any licensed Xxxx, at any time in accordance with one or more of the following procedures: events (herein called "defaults"):
(i) Licensor shall provide written notice Licensee materially defaults in the performance of an alleged material breach any of the Agreement to Licenseeits obligations provided for in this Agreement; or
(ii) Licensee shall have ninety failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or
(90iii) Licensee shall fail to make any payment due hereunder [*]; or
(iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the [*] license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for [*] days after written notice thereof is sent by Licensor to the Licensee; or
(v) Licensee shall fail to comply with any laws or regulations 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 or regulations, or in a manner likely to cause harm to persons or property, [*]; or
(vi) Licensee shall [*] make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or 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 title on each Platform throughout the Territory on or before its applicable Marketing Date, or thereafter fails to diligently and continuously manufacture, distribute and sell each title on each Platform throughout the Territory. Such default and Licensor's resultant right of termination (or --------------- * Portions omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. recapture) shall only apply to the specific title and Platform that Licensee fails to distribute in accordance with the foregoing; or
(viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or
(ix) [*]; or
(x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 10 hereof; or
(xi) [*]; or
(xii) 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
(xiii) [*]; or
(xiv) [*]; or
(xv) [*].
(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 [*] days from the date of such giving notice in which to correct any of these defaults and [*] days for payment [*], 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 promptly due and payable in full [*]. Notwithstanding anything to the “contrary set forth in this Agreement, Licensor Notice Date”shall refund to Licensee the applicable Additional Consideration received by Licensor, as and to the extent provided in Paragraph 4(b)(v), above.
(c) to refute In the alleged material breachevent of any default by Licensor hereunder, cure the alleged material breach, or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months Licensor shall have [*] days from the Licensor Notice Date, unless otherwise agreed by the parties date of notice from Licensee in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps which to cure such alleged default. Licensee shall have the right to terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the provisions of 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 breach by Licensor of its warranties or representations set forth in accordance with the foregoing, Licensor may terminate this Agreement. Notwithstanding In the foregoingevent any such default occurs, Licensee shall give notice of termination in writing to Licensor may by certified mail. Licensor shall have [*] and failing such correction, this Agreement shall thereupon immediately terminate this Agreementterminate, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxx, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marks, or to the goodwill associated therewith[*].
Appears in 1 contract
Samples: Retail License Agreement (Interplay Entertainment Corp)
Termination by Licensor. In addition At any time during the Initial Term or any Extended Term, Licensor shall have the right, at its option, upon thirty (30) days prior written notice to Licensee, to either (i) terminate the termination provisions License in its entirety, or (ii) terminate the License granted to Licensee with respect to any part of the Licensed Territory, if:
(a) Licensee fails to achieve any one or more of the Milestones set forth in Sections 3.2Section 3.1;
(b) Licensee fails to make any payment of undisputed amounts due and payable pursuant to this Agreement, 3.3 provided that Licensor shall first be required to provide written notice to Licensee of such failure to pay an undisputed amount and 5.3Licensee shall have failed to make payment within one hundred and twenty (120) days of receipt of such written notice; or
(c) Licensee commits a breach of any other provision of this Agreement which is not cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from Licensor, aboveor upon mutual agreement of the parties that such breach is not capable of being cured;
(d) Licensee challenges, directly or indirectly, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of Licensor’s rights to any of the Technology or the Trademarks before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction (“Conflicting Claim”); provided, however, that in the event that Licensee has control, directly or indirectly, to a Conflicting Claim originally brought or raised by a third party as a result of Licensee’s merger with or acquisition of such third party, the foregoing termination right shall be modified as follows: (A) as soon as reasonably practicable after the closing of such merger or acquisition but no later than fourteen (14) days following Licensee’s actual knowledge of the Conflicting Claim, Licensee shall notify Licensor of the existence of the Conflicting Claim; (B) Licensee shall decide, within forty five (45) days following the provision of such notice to Licensor, whether to withdraw or otherwise terminate the Conflicting Claim; and (C) in the event Licensee decides not to withdraw or terminate the Conflicting Claim, Licensor may terminate this AgreementAgreement on thirty (30) days prior written notice;
(e) a Change in Control occurs with respect to Licensee, including any license granted unless, prior to the occurrence of the event resulting in a Change in Control, Licensor has provided Licensee with written consent to such event, which consent (i) may be given or withheld by Licensor hereinat its sole discretion, or any rights granted by and (ii) must be obtained from Licensor with respect to any licensed Xxxx, at any time each event resulting in accordance with the following procedures: (i) Licensor shall provide written notice of an alleged material breach of the Agreement to Licensee; (ii) Licensee shall have ninety (90) days from the date of such notice (the “Licensor Notice Date”) to refute the alleged material breach, cure the alleged material breach, or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties Change in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreement. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxx, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marks, or to the goodwill associated therewithControl.
Appears in 1 contract
Termination by Licensor. In addition to the other termination provisions set forth in Sections 3.2, 3.3 and 5.3, aboverights contained herein, Licensor may terminate this AgreementAgreement without prejudice to any rights it may have, including whether at law or at equity, upon the occurrence of any license granted by one or more of the following events (each, a “Default”):
i. Licensee breaches Sections 2(a), 2(j)(ii), 8 or 19 and has not cured the breach within thirty (30) days after receipt of written notice from Licensor of such breach;
ii. Licensee fails to maintain in full force and effect, the insurance referred to herein below and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure;
iii. Licensee fails to make any payments due hereunder on the date due two or more times in any one calendar year and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure;
iv. Licensee fails to promptly, fully and timely deliver any of the accounting statements required herein, or any rights granted by Licensor with respect fails to any licensed Xxxx, at any time in accordance with give access to the following procedures: books and records pursuant to the provisions hereof and such failure is not cured within thirty (i30) Licensor shall provide days after receipt of written notice of an alleged material breach of the Agreement to Licensee; (ii) Licensee shall have ninety (90) days from the date Licensor of such notice (failure;
v. immediately upon written notice, if any governmental agency or other administrative body, office or official vested with appropriate authority obtains or issues a final, non-appealable judgment or ruling which determines that the “Licensor Notice Date”) to refute the alleged Authorized Products are harmful or defective in any material breachway, cure the alleged material breachmanner or form, or take adequate steps within the ninety (90) day period that can be reasonably expected are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreementcause harm;
vi. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxxupon written notice, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, does any act or omission or series of related acts or omissions whichconducts itself in any manner that, in Licensor’s reasonable judgment exercised opinion, is offensive to standards of decency of the predominance of the applicable public, morality or social propriety resulting in good faithpublic scandal or ridicule, may be irrevocably and substantially detrimental or is disparaging to Licensor, Artist, the Authorized Trademark or Licensor’s reputationor Artist’s products or services including, without limitation, the Authorized Products;
vii. immediately upon written notice, if Licensee or any parent entity of Licensee is unable to the Markspay its respective debts as they become due or Licensee or any parent entity of Licensee defaults on any indebtedness and does not cure such default within thirty (30) days of Licensor’s written notice of same; or
viii. immediately upon written notice, if Licensee pledges, encumbers, grants a security interest in, or permits any lien (whether arising by operation of law or otherwise) to exist with respect to all or any part of the goodwill associated therewith.Authorized Trademark or this Agreement (or any revenue stream attributable to any of the foregoing) in connection with, or as a part of, any obligation (contractual or otherwise), or as collateral or security for, any liability or indebtedness (public or private), in any case of Licensee, any affiliate or related party of Licensee or any other person
Appears in 1 contract
Termination by Licensor. In addition (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the termination provisions set forth in Sections 3.2, 3.3 and 5.3, above, Licensor may terminate of this Agreement, including any license granted by Licensor hereinor otherwise in law, or in equity, or otherwise, upon the occurrence of any rights granted by Licensor with respect to any licensed Xxxx, at any time in accordance with one or more of the following procedures: events (herein called "defaults"):
(i) Licensor shall provide written notice Licensee defaults in the performance of an alleged material breach any of the Agreement to Licenseeits obligations provided for in this Agreement; or
(ii) Licensee shall have ninety (90failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) days from the date of such notice (the “Licensor Notice Date”) to refute the alleged material breach, cure the alleged material breach, or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties in writinghereof; and or
(iii) if within ninety Licensee shall fail to make any payment due hereunder on the date due; or
(90iv) 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 of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreement. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted after written notice thereof is sent by Licensor with respect to any licensed Xxxx, if the Licensee; or
(v) Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails 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 requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); Licensed Products are harmful or (e) engages indefective in any way, manner or form, or its Executive Director are being manufactured, sold-or any Principal distributed in contravention of applicable laws, regulations or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marksstandards, or in a manner likely to cause harm; or
(vi) Licensee shall be unable to pay its debts when due, or shall make any assignment for the goodwill associated therewith.benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or
Appears in 1 contract
Termination by Licensor. In addition (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights that it may have, whether pursuant to the termination provisions set forth in Sections 3.2, 3.3 and 5.3, above, Licensor may terminate of this Agreement, including any license granted by Licensor hereinat law, in equity, or otherwise, upon the occurrence of any rights granted by Licensor with respect to any licensed Xxxx, at any time in accordance with one or more of the following procedures: events (herein called "defaults"):
(i) Licensor shall provide written notice Licensee materially defaults in the performance of an alleged material breach any of the Agreement to Licenseeits obligations provided for in this Agreement; or
(ii) Licensee shall have ninety failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission (90"SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC.
(iii) Licensee shall fail to make any payment due hereunder [*]; or
(iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the [*] license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for [*] days after written notice thereof is sent by Licensor to the Licensee; or
(v) Licensee shall fail to comply with any laws or regulations 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 or regulations, or in a manner likely to cause harm to persons or property, [*]; or
(vi) Licensee shall [*] make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or 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 title on each Platform throughout the Territory on or before its applicable Marketing Date, or thereafter fails to diligently and continuously manufacture, distribute and sell each title on each Platform throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific title and Platform that Licensee fails to distribute in accordance with the foregoing; or
(viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or
(ix) [*]; or
(x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 10 hereof; or
(xi) [*]; or
(xii) 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
(xiii) [*]; or
(xiv) [*]; or
(xv) [*]. ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC.
(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 [*] days from the date of such giving notice in which to correct any of these defaults and [*] days for payment [*], 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 promptly due and payable in full [*]. Notwithstanding anything to the “contrary set forth in this Agreement, Licensor Notice Date”shall refund to Licensee the applicable Additional Consideration received by Licensor, as and to the extent provided in Paragraph 4(b)(v), above.
(c) to refute In the alleged material breachevent of any default by Licensor hereunder, cure the alleged material breach, or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months Licensor shall have [*] days from the Licensor Notice Date, unless otherwise agreed by the parties date of notice from Licensee in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps which to cure such alleged default. Licensee shall have the right to terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the provisions of 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 breach by Licensor of its warranties or representations set forth in accordance with the foregoing, Licensor may terminate this Agreement. Notwithstanding In the foregoingevent any such default occurs, Licensee shall give notice of termination in writing to Licensor may by certified mail. Licensor shall have [*] and failing such correction, this Agreement shall thereupon immediately terminate this Agreementterminate, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxx, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marks, or to the goodwill associated therewith[*].
Appears in 1 contract
Samples: Retail License Agreement (Interplay Entertainment Corp)
Termination by Licensor. In addition (A) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the termination 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"): ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. -----------------------------------
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 if 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. Subject to the conditions of the Licensor Congress Agreement, Licensee shall be unable to pay its debts when due, or shall make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any jurisdiction, county or place, or shall have or suffer a receiver or 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 of the Licensed Products and utilize each character set forth in Sections 3.2the Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, 3.3 distribute and 5.3sell 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) and/or the specific Licensed Products, abovewhich or wherein Licensee fails to meet said Marketing Date requirement; or ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. -----------------------------------
VIII. Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Products without the prior written approval of Licensor may as provided in Paragraph 9 hereof, or
IX. Licensee undergoes a substantial change of management or control; or
X. Licensee uses artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8 (h) or (I ) hereof; or
XI. 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, including any license granted by Licensor herein; or
XII. Licensee delivers or sells Licensed Products outside the Territory of knowingly sells Licensed Products 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
XIII. License uses any rights granted by Licensor with respect to labor that violates any licensed Xxxxlocal labor laws and/or it uses prison, at any time slave or child labor in accordance connection with the following procedures: manufacture of the Licensed Products; or
XIV. Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or
XV. Licensee shall breach any other agreement in effect between Licensee on the one hand and Licensor on the other.
(iB) In the event any of these defaults occur, Licensor shall provide written give notice of an alleged material breach of termination in writing to Licensee in the Agreement to Licensee; (ii) manner prescribed in Paragraph 16 below. Licensee shall have ninety ten (9010) days from the date of such giving notice in which to correct any of these defaults (the “Licensor Notice Date”) to refute the alleged material breachexcept subdivisions (vii), cure the alleged material breach(viii), or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstancesx), not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties in writing; and (iiixii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has above which are not taken adequate steps to cure such alleged material breach in accordance with the foregoingcurable), Licensor may terminate and failing such, this Agreement. Notwithstanding the foregoing, Licensor may Agreement shall thereupon immediately terminate this Agreement, and any and all payments then or later due from Licensee hereunder (including any license granted herein or rights granted by Licensor with respect Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to any licensed XxxxLicensee. ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, any act or omission or series of related acts or omissions which, in Licensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marks, or to the goodwill associated therewith.INC. -----------------------------------
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Termination by Licensor. In addition to the other termination provisions set forth in Sections 3.2, 3.3 and 5.3, aboverights contained herein, Licensor may terminate this AgreementAgreement without prejudice to any rights it may have, including whether at law or at equity, upon the occurrence of any license granted by one or more of the following events (each, a “Default”):
i. Licensee breaches Sections 2(a), 2(j)(ii), 8 or 19 and has not cured the breach within thirty (30) days after receipt of written notice from Licensor of such breach;
ii. Licensee fails to maintain in full force and effect, the insurance referred to herein below and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure;
iii. Licensee fails to make any payments due hereunder on the date due two or more times in any one calendar year and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure;
iv. Licensee fails to promptly, fully and timely deliver any of the accounting statements required herein, or any rights granted by Licensor with respect fails to any licensed Xxxx, at any time in accordance with give access to the following procedures: books and records pursuant to the provisions hereof and such failure is not cured within thirty (i30) Licensor shall provide days after receipt of written notice of an alleged material breach of the Agreement to Licensee; (ii) Licensee shall have ninety (90) days from the date Licensor of such notice (failure;
v. immediately upon written notice, if any governmental agency or other administrative body, office or official vested with appropriate authority obtains or issues a final, non-appealable judgment or ruling which determines that the “Licensor Notice Date”) to refute the alleged Authorized Products are harmful or defective in any material breachway, cure the alleged material breachmanner or form, or take adequate steps within the ninety (90) day period that can be reasonably expected are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreementcause harm;
vi. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxxupon written notice, if Licensee (a) files a petition in bankruptcy, becomes insolvent or otherwise incapable of meeting its financial obligations, or if a receiver is appointed for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any term not reasonably subject to cure; (d) fails to comply with the requirements for tax-exempt status under Internal Revenue Code section 501(c)(3); or (e) engages in, or its Executive Director or any Principal or other CWC LA School leader engages in, does any act or omission or series of related acts or omissions whichconducts itself in any manner that, in Licensor’s reasonable judgment exercised opinion, is offensive to standards of decency of the predominance of the applicable public, morality or social propriety resulting in good faithpublic scandal or ridicule, may be irrevocably and substantially detrimental or is disparaging to Licensor, Artist, the Authorized Trademark or Licensor’s reputationor Artist’s products or services including, without limitation, the Authorized Products;
vii. immediately upon written notice, if Licensee or any parent entity of Licensee is unable to the Markspay its respective debts as they become due or Licensee or any parent entity of Licensee defaults on any indebtedness and does not cure such default within thirty (30) days of Licensor’s written notice of same; or
viii. immediately upon written notice, if Licensee pledges, encumbers, grants a security interest in, or permits any lien (whether arising by operation of law or otherwise) to exist with respect to all or any part of the goodwill associated therewithAuthorized Trademark or this Agreement (or any revenue stream attributable to any of the foregoing) in connection with, or as a part of, any obligation (contractual or otherwise), or as collateral or security for, any liability or indebtedness (public or private), in any case of Licensee, any affiliate or related party of Licensee or any other person.
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