Termination by Licensors Sample Clauses

The 'Termination by Licensors' clause grants the licensors the right to end the agreement under specified circumstances. Typically, this clause outlines the conditions under which licensors may terminate, such as breach of contract, non-payment, or misuse of licensed materials. By clearly defining the licensors' ability to terminate, this clause protects their interests and provides a mechanism to address violations or risks, ensuring licensors can withdraw rights if the licensee fails to comply with the agreement.
Termination by Licensors. Licensors shall have the right to terminate this Agreement: 11.2.1 if TDTx materially breaches any of its diligence obligations under Article 6 and TDTx has not cured such breach within [***] after receiving written notice from Licensors; 11.2.2 In its entirety if TDTx fails to pay on schedule any milestone or royalty or other payment not subject to a good faith dispute, which is payable with respect to a particular Licensed Product under Article 3 of this Agreement, and TDTx has not cured the default by making the required payment, together with interest due, within [***] of receiving a written notice of default from Licensors requesting such payment, unless such failure is due to the failure of a Sublicensee to pay corresponding amounts due to TDTx under the relevant Sublicense Agreement, in which case termination by Licensors shall only be effective if TDTx fails to cure such breach within [***] after receipt of such corresponding amounts from the relevant Sublicensee; 11.2.3 (1) in its entirety, if TDTx or any of its Affiliates, or (ii) in part on a Licensed Product-by-Licensed Product basis, if a Sublicensee under the Ancestral Technology Patent Rights, in either case, (clauses (i) or (ii)) initiates or participates as a plaintiff in any legal, administrative or declaratory action or proceeding in any jurisdiction that seeks to challenge the validity or enforceability of any of the Ancestral Technology Patent Rights (a “Patent Challenge”) and such Patent Challenge is not required under a court order or subpoena and is not a defense against a claim, action or proceeding asserted by Lonza, MEE or their Affiliates or licensees against TDTx, its Affiliates, or its Sublicensees; provided, however, Licensors may not terminate this Agreement if (a) such Patent Challenge is brought by a Sublicensee and (b) TDTx or any its Affiliates terminates such Sublicensee’s sublicense to the applicable Ancestral Technology Patent Right(s) within [***] of Licensors providing notice to TDTx of such Patent Challenge;
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Termination by Licensors. This Agreement may be terminated by Licensors in the event any of the following defaults occur: (i) Licensee fails to make any payment due or fails to deliver any required statement, and fails to cure such default within fifteen (15) days from receipt of notice from Licensors; provided, however, Licensors and Licensee acknowledge and agree that an underpayment of any Gross Profit Payment shall not constitute a failure to make a payment hereunder; (ii) Licensee attempts to grant or grants a sublicense other than as provided pursuant to Section 31 or attempts to assign or assigns any right or duty under this Agreement to any person or entity without the prior written consent of Licensors; (iii) Licensee, or any related entities, manufacture, distribute or sell any products infringing upon or competing with the Licensed Patents. Nothing herein is intended to prohibit or restrict Licensee, or any related entities, from continuing to sell their existing products or their utilization or disposition of the ▇▇▇▇▇▇ Patent; (iv) Licensee materially breaches any provision in this Agreement in addition to those set out above in this section, and fails to cure such breach within thirty (30) days from receipt of notice from Licensors.
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Termination by Licensors. If Licensee should violate or fail to perform any term or covenant of this Agreement, then Licensors may give written notice of such default ( Notice of Default )
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Termination by Licensors. Licensors may terminate this Agreement in their sole and absolute discretion if any of the following events of default occur: 13.3.1 Licensee or any Affiliate or sub-licensee is [***] late in paying to Licensors any royalties, expenses or any other monies due under this Agreement and Licensee does not pay Licensors in full within [***] of written demand by either of the Licensors; [***] if Licensee becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party's intention to file an involuntary petition in bankruptcy; or
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Termination by Licensors. (a) Nonpayment. In the event Licensee fails to pay any amounts due and payable to Licensor hereunder, and fails to make such payments within 30 days after receiving written notice of such failure, the Licensors' Agent (on behalf of the Licensors) may terminate this Agreement immediately upon written notice to Licensee.
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Termination by Licensors. In the event that Ortec at any time has the right to terminate, and in fact properly terminates, the Sales Agreement pursuant to Section 11(a)(2) thereof (or, if the Sales Agreement is not then in effect, would have the right to terminate the Sales Agreement pursuant to said Section 11(a)(2)), then the Licensors may terminate this Agreement upon the same prior written notice and after the occurrence of the same events and subject to the same terms and conditions as are provided in said Section 11(a)(2).
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Termination by Licensors. Licensors may terminate this License and the other rights granted hereunder in the event of any material breach by Licensee of this License which is not cured within thirty (30) days of written notice from Licensors identifying the material breach, provided that if Licensee has commenced reasonable efforts within such thirty (30) day period to cure any such breach but such material breach cannot be cured within such thirty (30) day period, Licensee shall have an additional thirty (30) day period to cure such material breach. Notwithstanding the foregoing, Licensors may terminate this License and the other rights granted hereunder immediately in the event Licensee ceases to operate the Hotels in the ordinary course of business.
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Termination by Licensors 
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Related to Termination by Licensors

  • 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 ▇▇ 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.

  • Termination by Licensee Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination effective will be ninety (90) days following receipt of such notice by Licensor.

  • Termination by ViaCord ViaCord may terminate enrollment in the DNA Guardian Program upon written notice to the Client if the Account Payor fails to pay any required fees within sixty (60) days of the payment due date. Before terminating enrollment in the DNA Guardian Program, ViaCord may, at its exclusive discretion, use commercially reasonable effort to contact other Clients, if applicable, and give them the opportunity to take over the Account Payor obligations by executing applicable documentation.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.