Common use of Termination by SCEA Clause in Contracts

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to Publisher, upon the occurrence of any of the following events or circumstances: (i) If Publisher breaches (A) any of its material obligations provided for in this Agreement (including but not limited to Publisher's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, or (C) any other agreement entered into between SCEA or Affiliates of SCEA and Publisher. In the event of each such breach, Publisher shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) Publisher's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iii) Publisher's filing of an application for, or consenting to, or directing the appointment of or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of Publisher's property, whether tangible or intangible, wherever located. (iv) The making by Publisher of a general assignment for the benefit of creditors. (v) The commencing by Publisher or Publisher's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vi) Publisher is bankrupt or insolvent (vii) The filing by Publisher or the intent to file by Publisher of a petition seeking to take advantage of any other law providing for the relief of debtors. (viii) Publisher's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ix) The liquidation or dissolution of Publisher, or a statement of intent by Publisher to no longer exercise any of the rights granted by SCEA to Publisher hereunder. (x) If during the term of this Agreement a controlling interest in Publisher or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product which is directly or indirectly competitive with the Player, (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xi) If during the term of this Agreement Publisher, or an entity that has, directly or indirectly, a controlling interest in Publisher, enters into a business relationship with a third party with whom Publisher materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. Publisher shall be obligated to immediately notify SCEA in the event that any of the events or circumstances specified in subsections (ii) – (xi) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to Publisher, upon the occurrence of any of the following events or circumstances: (i) If Publisher breaches (A) any of its material obligations provided for in this Agreement (including but not limited to Publisher's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, hereunder or (C) any other agreement LPA Renu Amended Royalty and WSP -10- CONFIDENTIAL entered into between SCEA or Affiliates of SCEA and Publisher. In the event of each such breach, Publisher shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) Publisher's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iii) Publisher's filing of an application for, or consenting to, or directing the appointment of of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of Publisher's property, whether tangible or intangible, wherever located. (iv) The making by Publisher of a general assignment for the benefit of creditors. (v) The commencing by Publisher or Publisher's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vi) Publisher is bankrupt or insolvent. (vii) The filing by Publisher or the intent to file by Publisher of a petition seeking to take advantage of any other law providing for the relief of debtors. (viii) Publisher's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ix) The liquidation or dissolution of Publisher, or a statement of intent by Publisher to no longer exercise any of the rights granted by SCEA to Publisher hereunder. (x) If during the term of this Agreement a controlling interest in Publisher or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product which is directly or indirectly competitive with the Player, Player (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xi) If during the term of this Agreement Publisher, or an entity that has, directly or indirectly, a controlling interest in Publisher, enters into a business relationship with a third party with whom Publisher materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. Publisher shall be obligated to immediately notify SCEA in the event that any of the events or circumstances specified in subsections (ii) – - (xi) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to PublisherDeveloper, upon the occurrence of any of the following events or circumstances: (i) If Publisher Developer breaches (A) any of its material obligations provided for in this Agreement (including but not limited to PublisherDeveloper's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, ; or (C) any other agreement entered into between SCEA or Affiliates of SCEA and PublisherDeveloper. In the event of each such breach, Publisher Developer shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) PublisherIf, in SCEA's reasonable judgment, the laws or enforcement of the laws of the country or countries in which the Developer or Developer's sole Development Site is located do not protect SCEA's Intellectual Property Rights. (iii) Developer's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iiiiv) PublisherDeveloper's filing of an application for, or consenting to, or directing the appointment of of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of PublisherDeveloper's property, whether tangible or intangible, wherever located. (ivv) The making by Publisher Developer of a general assignment for the benefit of creditors. (vvi) The commencing by Publisher Developer or PublisherDeveloper's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vivii) Publisher Developer is bankrupt or insolvent. (viiviii) The filing by Publisher Developer or the intent to file by Publisher Developer of a petition seeking to take advantage of any other law providing for the relief of debtors. (viiiix) PublisherDeveloper's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ixx) The liquidation or dissolution of PublisherDeveloper, or a statement of intent by Publisher Developer to no longer exercise any of the rights granted by SCEA to Publisher Developer hereunder. (xxi) If during the term of this Agreement a controlling interest in Publisher Developer or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher Developer is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product (excluding a Windows/Intel-based personal computer or Mac) which is directly or indirectly competitive with the Player, ; (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.214.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xixii) If during the term of this Agreement PublisherDeveloper, or an entity that has, directly or indirectly, a controlling interest in PublisherDeveloper, enters into a business relationship with a third party with whom Publisher Developer materially contributes to develop core components to an interactive hardware device or product (excluding a Windows/Intel-based personal computer or Mac) which is directly or indirectly competitive with the Player. Publisher Developer shall be obligated to immediately notify SCEA in the event that any of the events or circumstances specified in subsections (ii) – - (xixii) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to Publisher, upon the occurrence of any of the following events or circumstances: (i) If Publisher breaches (A) any of its material obligations provided for in this Agreement (including but not limited to Publisher's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, ; or (C) any other agreement entered into between SCEA or Affiliates of SCEA and Publisher. In the event of each such breach, Publisher shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) Publisher's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iii) Publisher's filing of an application for, or consenting to, or directing the appointment of of, or the LPA Amended 5/24/00 taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of Publisher's property, whether tangible or intangible, wherever located. (iv) The making by Publisher of a general assignment for the benefit of creditors. (v) The commencing by Publisher or Publisher's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vi) Publisher is bankrupt or insolvent. (vii) The filing by Publisher or the intent to file by Publisher of a petition seeking to take advantage of any other law providing for the relief of debtors. (viii) Publisher's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ix) The liquidation or dissolution of Publisher, or a statement of intent by Publisher to no longer exercise any of the rights granted by SCEA to Publisher hereunder. (x) If during the term of this Agreement a controlling interest in Publisher or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product which is directly or indirectly competitive with the Player, ; (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xi) If during the term of this Agreement Publisher, or an entity that has, directly or indirectly, a controlling interest in Publisher, enters into a business relationship with a third party with whom Publisher materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. Publisher shall be obligated to immediately notify SCEA in the event that any of the events or circumstances specified in subsections (ii) – - (xi) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to Publisher, upon the occurrence of any of the following events or circumstances: (i) If Publisher breaches (A) any of its material obligations provided for in this Agreement (including but not limited to Publisher's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, ; or (C) any other agreement entered into between SCEA or Affiliates of SCEA and Publisher. In the event of each such breach, Publisher shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) Publisher's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iii) Publisher's filing of an application for, or consenting to, or directing the appointment of of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of Publisher's property, whether tangible or intangible, wherever located. (iv) The making by Publisher of a general assignment for the benefit of creditors. (v) The commencing by Publisher or Publisher's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vi) Publisher is bankrupt or insolvent. (vii) The filing by Publisher or the intent to file by Publisher of a petition seeking to take advantage of any other law providing for the relief of debtors. (viii) Publisher's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ix) The liquidation or dissolution of Publisher, or a statement of intent by Publisher to no longer exercise any of the rights granted by SCEA to Publisher hereunder. (x) If during the term of this Agreement a controlling interest in Publisher or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product which is directly or indirectly competitive with the Player, ; (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xi) If during the term of this Agreement Publisher, or an entity that has, directly or indirectly, a controlling interest in Publisher, enters into a business relationship with a third party with whom Publisher materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. Publisher shall be obligated to immediately notify SCEA in the event that any of the events or circumstances specified in subsections (ii) – - (xi) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to Publisher, upon the occurrence of any of the following events or circumstances: (i) If Publisher breaches (A) any of its material obligations provided for in this Agreement (including but not limited to Publisher's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, ; or (C) any other agreement entered into between SCEA or Affiliates of SCEA and Publisher. In the event of each such breach, Publisher shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) Publisher's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iii) Publisher's filing of an application for, or consenting to, or directing the appointment of of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of Publisher's property, whether tangible or intangible, wherever located. (iv) The making by Publisher of a general assignment for the benefit of creditors. (v) The commencing by Publisher or Publisher's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vi) Publisher is bankrupt or insolvent. (vii) The filing by Publisher or the intent to file by Publisher of a petition seeking to take advantage of any other law providing for the relief of debtors. (viii) Publisher's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ix) The liquidation or dissolution of Publisher, or a statement of intent by Publisher to no longer exercise any of the rights granted by SCEA to Publisher hereunder. (x) If during the term of this Agreement a controlling interest in Publisher or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product which is directly or indirectly competitive with the Player, ; (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xi) If during the term of this Agreement Publisher, or an entity that has, directly or indirectly, a controlling interest in Publisher, enters into a business relationship with a third party with whom Publisher materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. Publisher shall be obligated to immediately notify SCEA in the event that any of the events or of circumstances specified in subsections (ii) – - (xi) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.

Termination by SCEA. SCEA shall have the right to terminate this Agreement immediately, by providing written notice of such election to PublisherDeveloper, upon the occurrence of any of the following events or circumstances: (i) If Publisher Developer breaches (A) any of its material obligations provided for in this Agreement (including but not limited to PublisherDeveloper's failure to pay any amounts due hereunder), which materiality shall be determined by SCEA in its sole discretion; (B) some of its obligations provided for in this Agreement, the combined effect of which has a material effect hereunder, or (C) any other agreement entered into between SCEA or Affiliates of SCEA and PublisherDeveloper. In the event of each such breach, Publisher Developer shall have an opportunity to correct or cure such breach within thirty (30) days after receipt of written notice of such breach by SCEA, provided that, if after such thirty (30) day period, such breach is not corrected or cured to SCEA's satisfaction, this Agreement shall be terminated. (ii) PublisherIf in SCEA's reasonable judgment, the laws or enforcement of the laws of the country or countries in which the Developer or Developer's sole Development Site is located do not protect SCEA's Intellectual Property Rights. (iii) Developer's statement that it is unable to pay any amount due hereunder, or is unable to pay its debts generally as they shall become due. (iiiiv) PublisherDeveloper's filing of an application for, or consenting to, or directing the appointment of of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of PublisherDeveloper's property, whether tangible or intangible, wherever located. (ivv) The making by Publisher Developer of a general assignment for the benefit of creditors. (vvi) The commencing by Publisher Developer or PublisherDeveloper's intention to commence a voluntary case under any applicable bankruptcy laws (as now or hereafter may be in effect). (vivii) Publisher Developer is bankrupt or insolvent. (viiviii) The filing by Publisher Developer or the intent to file by Publisher Developer of a petition seeking to take advantage of any other law taw providing for the relief of debtors. (viiiix) PublisherDeveloper's acquiescence to, intention to acquiesce to, or failure to have dismissed within ninety (90) days, any petition filed against it in any involuntary case under any such bankruptcy law. (ixx) The liquidation or dissolution of PublisherDeveloper, or a statement of intent by Publisher Developer to no longer exercise any of the rights granted by SCEA to Publisher Developer hereunder. (xxi) If during the term of this Agreement a controlling interest in Publisher Developer or a controlling interest in an entity which has, directly or indirectly, a controlling interest in Publisher Developer is transferred to a party that (A) is in breach of any agreement with SCEA or an Affiliate of SCEA, and such agreement has been terminated as a result of such breach; (B) directly or indirectly holds or acquires an interest in a third party which develops any interactive hardware device or product which is directly or indirectly competitive with the Player, ; (C) is in litigation with SCEA or Affiliates of SCEA concerning any proprietary technology, trade secrets or other Intellectual Property Rights or Confidential Information of SCEA. As used in this Section 15.214.2, "controlling interest" means, with respect to any form of entity, sufficient power, whether by holding shares of stock, management power, voting power or power conferred on such person by the Certificate of Incorporation, Bylaws, Partnership Agreement or other documents regulating the form and powers of such entity, to control the decisions of such entity. (xixii) If during the term of this Agreement PublisherDeveloper, or an entity that has, directly or indirectly, a controlling interest in PublisherDeveloper, enters into a business relationship with a third party with whom Publisher Developer materially contributes to develop core components to an interactive hardware device or product which is directly or indirectly competitive with the Player. Publisher Developer shall be obligated to immediately notify SCEA in the event that any of the events or circumstances specified in subsections (ii) – - (xixii) occur, and any failure to so notify SCEA shall constitute a material breach with no opportunity to cure such breach.