Termination by Microsoft. Notwithstanding Section 10(c)(2) above, without prejudice to any other rights, Microsoft may immediately terminate this Agreement by providing you with notice in accordance with Section 16(d) if: (i) you breach Section 16(a) ("Assignment"); (ii) there are three (3)or more material breaches by you of the use rights contained in the SPUR; (iii) you engage in, or participate with any third party in, the unauthorized manufacture, copying, distribution or use of any Software Products, or otherwise engage in the infringement of Microsoft's intellectual property rights; (iv) you make any assignment for the benefit of creditors, file a petition in bankruptcy, or are adjudged bankrupt or become insolvent or are placed in the hands of a receiver, or (v) you report Zero Use in your Monthly Use Report for more than six (6) consecutive months. In addition, if you fail to maintain "Microsoft Certified Partner" member-level status (or equivalent status under any successor program) at all times during the Term, Microsoft may terminate this Agreement upon thirty (30) days prior written notice, so long as such failure is not thereafter corrected within such thirty (30) day period.
Termination by Microsoft. In the case of a Liquidation Event or a Bankruptcy Event, Microsoft may terminate this Agreement by giving NewCo written notice of termination. In the case of a NewCo Material Default, Microsoft may terminate this Agreement by giving NewCo written notice of termination describing such NewCo Material Default in reasonable detail, provided that such termination will not be effective if such NewCo Material Default is caused by Microsoft failing to comply with its obligations under this Agreement.
Termination by Microsoft. This Agreement shall automatically terminate in the event that the Investment Agreement is terminated by MICROSOFT in accordance with Section 5.01(b)(i)(A)(1) or Section 5.01(b)(i)(A)(2)(x).
Termination by Microsoft. Microsoft shall have the right to cancel any Deliverable with or without cause by providing Data Return written notice of such cancellation, in which event all rights and obligations with regard to such Deliverable under Sections 3, 4, 5 and 7 shall terminate.
Termination by Microsoft. In addition, Microsoft may terminate this ------------------------ Agreement as follows: Microsoft Confidential 14
(i) For Failure to Meet Performance Requirements. Microsoft may -------------------------------------------- terminate this Agreement pursuant to the provisions of Section 8 for Company's failure to satisfy the Performance Requirements.
Termination by Microsoft. Without prejudice to Microsoft’s other rights or remedies, we shall have the right to terminate this Agreement immediately upon written notice if any of the following events occurs;
(i) If you breach any of the material terms or conditions of this Agreement, and such breach remains unremedied to our reasonable satisfaction for thirty (30) calendar days after you receive written notice of such breach; or
(ii) If you make any assignment or attempt to make an assignment for the benefit of creditors, file a petition in bankruptcy, or are adjudged bankrupt or become insolvent, or are placed in the hands of a receiver. The equivalent of any of these proceedings or acts, though known and/or designated by some other name or term in the Territory, shall likewise constitute grounds for termination of this Agreement.
(iii) If there is a change in your controlling interest.
Termination by Microsoft. (1) Microsoft may terminate this Agreement or any Co-Marketing Plan for cause if Sponsor materially breaches this Agreement and fails to cure its breach within 15 business days after written notice.
(2) Microsoft may terminate this Agreement or any Co-Marketing Plan immediately for cause and without notice to Sponsor if Sponsor breaches the Rules and Regulations for the Event in Exhibit B or the Microsoft Event Code of Conduct in Exhibit C.
(3) Microsoft may cancel the Event and terminate this Agreement or any Co-Marketing Plan for convenience at any time without cause by giving written notice to Sponsor.
Termination by Microsoft. This Agreement may be terminated by Microsoft alone, by means of written notice to GM, if there has been a material breach by GM of any representation, warranty, covenant or agreement set forth in the Agreement or any Transaction Agreement, which breach has not been cured within ten business days following receipt by GM of notice of such breach.
Termination by Microsoft. This Agreement may be terminated by ------------------------ Microsoft alone, by means of written notice to Inprise, if there has been a material breach by Inprise of any representation, warranty, covenant or agreement set forth in this Agreement or any Transaction Document, which breach has not been cured within ten business days following receipt by Inprise of notice of such breach.
Termination by Microsoft. 12.2.1 After June of 1999 Microsoft may terminate this Agreement for any reason by providing Navitel thirty (30) days prior written notice.
12.2.2 Microsoft shall have the right to cancel any Work Plan, other than Work Plan A-1, with or without cause by providing Navitel with written notice of such cancellation. Upon receipt of such notice, Navitel will discontinue all work thereunder. Except in cases of termination for cause, Microsoft will pay for all work performed by Navitel up until the date of receipt of the cancellation notice. In the event of cancellation upon request by Microsoft, Navitel agrees to turn over to Microsoft all work in progress within ten (10) days.
