Common use of Termination by the Licensor Clause in Contracts

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. (a) The Licensor shall have the right to may at its option terminate this Agreement with immediate effect by giving the Licensee written notice of termination upon the happening of any of the following events: (i) if any material breach or default under any provision of this Agreement by the Licensee occurs and continues in effect for thirty (30) days’ written notice to consecutive days following 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 giving of written notice of such default same specifically referring to this Section 8.2(a) to the Licensee 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 longer period as may reasonably be cured within necessary to remedy 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 surebreach or default, provided that the Licensee promptly commences proceeds diligently to remedy such cure with reasonable diligencebreach or default throughout such period; or (cii) any amount which has accrued due to the Licensor under the Services Agreement remains unpaid for a period of thirty (30) consecutive days following the date on which such amount was due and payable; provided that the Licensee makes an assignment for the benefit shall not be in default 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 its obligations under this Section 8.2 (b) as a result of a receiver, receiver/manager, failure or trustee of delay by the property and Licensor to provide such services as are contemplated by the assets Services Agreement or to invoice the Licensee for services rendered or as a result of the Licensee is conclusive evidence of insolvencyor any Authorized Sub-Licensee having determined to contest any such invoice in good faith. (db) Notwithstanding that This Agreement will terminate on the tenth day following the date on which the Licensee has complied with all or the terms, covenants and conditions of this Agreement and notwithstanding any other provision herein contained, Authorized Sub-Licensees fail to retain 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 services of the Licensor be substantially renovated, demolished, reconstructed, altered and/or redeveloped in a way that would make under the Licensee’s occupancy at the building not possible at any time without incurring any liability therefore upon giving Services Agreement for an aggregate amount equal to or greater than: (A) US $750,000 prior to the Licensee one hundred and eighty (180) days prior written notice of such termination. Upon expiration first anniversary of the 180-day notice Effective Date, (B) US $2,750,000 prior to the second anniversary of the Effective Date, (C) US $5,750,000 prior to the end of the Initial Term, or (D) US $3,000,000 in each twelve (12) month period following the end of the Initial Term; provided that the respective amounts referred to in items (A), (B), (C) and (D) above shall be reduced by an amount equal to the gross proceeds realized by the Licensor or an Affiliate thereof during the respective periods referred to in such items from the provision by the Licensor or any Affiliate thereof of Hyperspectral survey services to any person (other than the Licensor or any Affiliate thereof) which has retained such services as a result of the sole and exclusive efforts of the Licensee shall have entirely removed all Connecting Equipment from or an Affiliate thereof. The Licensor shall, prior to the building and have made good last Business Day of each period referred to in such items, notify the premises and building risers where applicable. In Licensee of 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 dateaggregate amount so realized during such period.

Termination by the Licensor. The Licensor Licensor, acting through UABRF as representative, shall have the right to immediately terminate this Agreement upon thirty (30) days’ written notice to the Licensee in the event of the occurrence of any one or more of the followingfollowing events: (a) if the Licensee defaults is in the payment of the License Fee or any other sum due under this Agreement, and such material 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 provision of the Licensee’s this Agreement or its obligations under this Agreement and such default continues for more has not been remedied within the cure period (which may not be less than thirty forty five (3045) days) specified in a notice to cure from UABRF (as representative of the Licensor); (b) if the Licensee fails to make a payment due under this Agreement and fails to cure such non-payment within forty-five (45) days after of receipt of written a non-payment notice from UABRF (as representative of the Licensor), or the Licensee fails to cure nonpayment of a minimum annual payment, unless such default payment is disputed and the dispute process of Section 12.8 is initiated 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 case termination shall be extended for stayed during the minimum period of time reasonably required to effect such sure, provided that the Licensee promptly commences such cure with reasonable diligence; ordispute period; (c) if the Licensee makes fails to meet the development and commercialization milestones according to the development and commercialization plan set forth in Section 3.1, and Licensee has not amended the development and commercialization plan pursuant to Section 3.1 within 90 business days in writing; Schedule 2.01 (d) if an examination by the Licensor pursuant to Section 6.2 shows an underreporting or underpayment by the Licensee in excess of fifteen percent (15%) of the total amount due to the Licensor under this Agreement in any twelve (12) month period and such underreporting and amount due are not paid to the Licensor within 20 business days of undisputed confirmation; (e) if the Licensee is convicted of a felony within the United States or similar crime in a jurisdiction outside of the United States relating to the manufacture, use or sale of a Licensed Product; (f) if the Licensee shall become insolvent, shall make an assignment for the benefit of creditors or becomes bankruptits creditors, or takes shall have a petition in bankruptcy filed for or against it which is not resolved within 180 days thereof; or (g) if the benefit of, and becomes subject to, the legislation in force relating Licensee fails to bankruptcy or insolvency, it being understood that the appointment of a receiver, receiver/manager, or trustee provide UABRF (as representative of the property and the assets of the Licensee is conclusive evidence of insolvency. Licensor) with at least thirty (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 (18030) 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 any change in the building beyond the notice period terms or cancellation of insurance coverage as approved by the Licensor, this agreement will remain described in force on a month-to-month basis and will become coterminous with the tenant’s termination dateSection 8.2.

Termination by the Licensor. The Licensor shall have the right 9.1 In addition 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, rights 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 containedmay have, the Licensor shall have the right to terminate this Licence under the following circumstances (“Events of Default”): (a) if the Licensee is in default of any of its responsibilities, covenants and obligations contained in this Licence; (b) if the Licensee breaches any provisions in the Sidewalk Café and Sidewalk Patio Encroachment Policy or any Town By-laws or policies; (c) if the Licensee becomes insolvent or commits any act of insolvency or makes any assignment for creditors; (d) if the Licensee ceases to operate the Paradise Inn on the Inn property; or (e) on the advice or instructions of the Licensor’s insurer, provided that any declaration as to any determination made under this clause shall be made in writing and delivered by the Licensor to the Licensee in accordance with the Notice provisions in this Agreement. If circumstances giving rise to the Event of Default has not been corrected within 10 days of the date that notice is given to the Licensee of the default, this Licence shall be deemed to be at an end on the 11th day following the giving of such notice. 9.2 Notwithstanding anything to the contrary, the Licensor shall have the right to terminate this Licence prior to the end of Term if the Licensor requires use of the Municipal Property or has a capital project in this area. In such circumstance, the Licensor shall give the Licensee six (6) months’ advance written notice of its intention to terminate this Licence on the date stipulated in the notice. 9.3 The Licensee acknowledges that the Licensor derives its authority to contract with respect to the Licenced Area pursuant to the provisions of the Municipal Act, 2001, S.O. 2001, c. 25, and related Town by-laws, as amended from time to time (the "Legislation"). If at any time during the Term, the authority of the Licensor is terminated pursuant to amendments in the legislation either with respect to the Licensor's entire operations, or only with respect to the use of certain municipal properties, then this Licence shall be terminated as of the same date in whole or in partwith respect to those properties so affected by the legislation, in and the fee and any additional amounts owed pursuant to this Licence shall be adjusted between the Licensee and the Licensor at the date of such termination on a per diem basis and the Licensor shall not be responsible for any damage or loss which may be incurred by the Licensee by reason of such termination. 9.4 In the event of termination of this Licence at the end of the Term, or on an earlier date for any reason, the Licensee agrees that it shall, forthwith upon termination, remove any structures or items then existing on the Licenced Area at its own cost and return the Municipal Property to the condition that existed prior to the Licensee’s use of the Licenced Area. 9.5 In the event that the building will through Licensee fails to comply with all of the terms and conditions of this Agreement, the Licensor may at its sole discretion immediately terminate this agreement and either immediately remove any structures or items placed on in the Licenced Area by the Licensee or at a bona fide specified time in the event the Licensee fails to complete the same. In either event the costs of removal shall be paid solely by the Licensee. If the Licensor is required to remove or repair any structure or item, the costs shall be a lien upon the Licensee's land and shall be treated and recovered in a like manner as municipal taxes. 9.6 This Licence may be terminated by the Licensee upon the total removal of the parking lot subject to the approval of the Licensor. No removal activity shall be commenced by the Licensee with out first providing written notice to the Licensor of the intent to remove the parking lot and all requirements 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 relating to the Licensee one hundred and eighty (180) days prior written notice of such termination. Upon expiration safe removal of the 180-day notice period the Licensee shall have entirely removed all Connecting Equipment from the building parking lot 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 dateany ancillary items must be complied with.