Termination by the Licensor. The Licensor shall have the right to terminate this Agreement upon thirty (30) days’ written notice to the Licensee in the event of the occurrence of any of the following:
(a) the Licensee defaults in the payment of the License Fee or any other sum due under this Agreement, and such default continues for more than thirty (30) days after receipt of written notice of such default by the Licensor to the Licensee;
(b) the Licensee defaults in the observance or performance of any of the Licensee’s obligations under this Agreement and such default continues for more than thirty (30) days after receipt of written notice of such default by the Licensor to the Licensee, unless such default cannot reasonably be cured within such thirty (30) day period, in which event the period for curing such default shall be extended for the minimum period of time reasonably required to effect such sure, provided that the Licensee promptly commences such cure with reasonable diligence; or
(c) the Licensee makes an assignment for the benefit of creditors or becomes bankrupt, or takes the benefit of, and becomes subject to, the legislation in force relating to bankruptcy or insolvency, it being understood that the appointment of a receiver, receiver/manager, or trustee of the property and the assets of the Licensee is conclusive evidence of insolvency.
(d) Notwithstanding that the Licensee has complied with all the terms, covenants and conditions of this Agreement and notwithstanding any other provision herein contained, the Licensor shall have the right to terminate this Agreement, in whole or in part, in the event that the building will through a bona fide intent of the Licensor be substantially renovated, demolished, reconstructed, altered and/or redeveloped in a way that would make the Licensee’s occupancy at the building not possible at any time without incurring any liability therefore upon giving to the Licensee one hundred and eighty (180) days prior written notice of such termination. Upon expiration of the 180-day notice period the Licensee shall have entirely removed all Connecting Equipment from the building and have made good the premises and building risers where applicable. In the event that a building tenant that requires telecom services will remain in the building beyond the notice period as approved by the Licensor, this agreement will remain in force on a month-to-month basis and will become coterminous with the tenant’s termination date.
Termination by the Licensor. The Licensor may terminate this Agreement immediately by prior written notice if the Licensee:
(a) breaches any term of this Agreement and (where such breach is capable of being remedied) fails to remedy such breach within seven days of the date of written notification of the breach;
(b) does anything in relation to the Data which in the Licensor’s reasonable opinion brings or is likely to bring the Licensor into disrepute; or
(c) breaches clause 9.
Termination by the Licensor. (i) If (A) there is a Change of Control of Licensee, (B) Blue Capital Re ceases to become an Affiliate of Licensee, (C) Blue Capital Re ILS ceases to become an Affiliate of Licensee, this Agreement may be terminated by Licensor upon 30 Business Days’ prior written notice. If any sub-licensee of Licensee ceases to be a subsidiary of Licensee, the sub-license pertaining to such sub-licensee will terminate automatically and immediately.
(ii) If Licensee breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform has not been cured within 30 Business Days after giving written notice to Licensee of such breach or failure, this Agreement may be terminated by the Licensor (provided that Licensor is not then in material breach of any representations, warranties or covenants contained in this Agreement).
(iii) If (A) any step, application, order, proceeding or appointment has been taken or made by or in respect of Licensee for a distress, execution, composition or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or (B) Licensee is unable to pay its debts as they become due, this Agreement may be terminated by Licensor upon 30 Business Days’ notice.
Termination by the Licensor. 9.1 If the Licensee fails to deliver to the Licensor any report when due, or fails to pay any royalty or fee when due, or if the Licensee breaches any other material term of this License Agreement, including, but not limited to, Article 5 (Diligence) the Licensor may exercise its right to terminate this License Agreement. To exercise its rights, the Licensor must give written notice of default to the Licensee pursuant to Article 19 (Notices). If the Licensee fails to cure the default, and provide written tangible evidence satisfactory to the Licensor that the deficiency has been cured, within thirty (30) days from the effective date of notification to the Licensee, the Licensor may, at its option, terminate this License Agreement immediately.
9.2 Termination pursuant to this Article 9 does not relieve the Licensee of its obligation to pay any royalty or license fees due or owing at the time of termination and does not impair any accrued right of the Licensor.
9.3 The License Agreement will terminate automatically on the date of filing a voluntary petition in bankruptcy by the Licensee or an involuntary petition in bankruptcy by the Licensee which petition is not dismissed within 90 days.
Termination by the Licensor. (a) The Licensor may terminate this Agreement upon written notice to POINT:
Termination by the Licensor. The Licensor shall have the right to terminate this Agreement upon written notice to the Licensee in the event of the occurrence of any of the following:
(a) the Licensee defaults in the payment of the License Fee or any other sum due under this Agreement, and such default continues for more than fifteen (15) days after receipt of written notice of such default by the Licensor to the Licensee;
(b) the Licensee defaults in the observance or performance of any of the Licensee’s obligations under this Agreement and such default continues for more than thirty
Termination by the Licensor. The Licensor shall have the right to terminate this Agreement upon written notice to the Licensee where the Licensee defaults in the observance or performance of any of the Licensee’s obligations under this Agreement and such default continues for more than one hundred and twenty (120) days after receipt of written notice of such default by the Licensor to the Licensee. Where such default cannot reasonably be cured within such one hundred and twenty (120) day period, the period for curing such default shall be extended for the minimum period of time reasonably required to effect such cure, provided that the Licensee promptly commences such cure with reasonable diligence.
Termination by the Licensor. Where the Licensee is in breach of this Agreement, the Licensor may terminate this Agreement at any time with immediate effect by giving written notice of termination to the Licensee.
Termination by the Licensor. The Licence may be terminated by the Licensor on the occurrence of any of the following events:
(a) if the Licensee materially defaults in observing or performing any of its material obligations hereunder and fails to correct the default within 30 calendar days after receiving a written demand from the Licensor to do so; or
(b) if the Licensee becomes insolvent, commits an act of bankruptcy or makes an assignment fro the benefit of creditors, or if the Licensee seeks protection from creditors under any law or procedure, or if a receiver or receiver-manager is appointed for the Licensee or any of its assets, or if any proceeding in bankruptcy, receivership, winding-up, or liquidation is initiated in respect of the Licensee, or if the Licensee ceases to sell or provide Permitted Products and Services in association with the Certification Mark in the ordinary course of business; or
(c) if the Licensor, acting reasonably, is satisfied that continuing the Licence in respect of the Certification Mark, or any wares, services, geographic area or market sector may be prejudicial to the proprietary basis of the Certification Mark or may lead to the infringement or violation of the rights of a third party, in which case the termination will related only to the Certification Mark, wares, services, geographic area, or market sector so affected, by the Licensor giving the Licensee written notice of termination which will be effective on delivery to the Licensee.
Termination by the Licensor. The Licensor may terminate this Agreement by giving at least twenty- eight (28) Business Days’ prior written notice to the Licensee:
(a) if the Licensee ceases or threatens to cease to carry on its business substantially in the same manner as it carries it on at the Effective Date or disposes of the whole or a material part of its business or assets; or
(b) pursuant to clause 2.6 (failure meet or satisfy an identified encumbrance or obligation in Schedule V) or clause 5.3 (failure to comply with final and binding remedial plan as determine by the Expert appointed under Appendix B) or clause 12.3 (force majeure); or
(c) if the Licensee or any of its Affiliates commences legal or similar proceedings, or assists any Third Party to commence legal or similar proceedings, to challenge the validity, ownership, or enforceability of any of the Licensed Patents; or
(d) if a Sublicensee under a sublicence agreement with the Licensee or any of its Affiliates commences legal or similar proceedings, or assists any Third Party to commence legal or similar proceedings, to challenge the validity, ownership, or enforceability of any of the Licensed Patents, unless within sixty (60) days of becoming aware of the legal proceedings the Licensee or its relevant Affiliate has terminated the sublicence agreement with the Sublicensee or the Sublicensee or Third Party has formally withdrawn the legal proceedings.
