Common use of Termination by TSRI Clause in Contracts

Termination by TSRI. TSRI has the right to immediately terminate this Agreement as follows (unless a further cure period is provided below): (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 10.4) within twenty (20) days after the date of TSRI’s written notice of such non-payment; (b) If Licensee defaults upon its indemnification or insurance obligations under Article Seven; (c) Upon TSRI’s written notice to Licensee in the event Licensee becomes insolvent, has a petition in bankruptcy filed for or against it, has a receiver appointed over any of Licensee’s assets, makes an assignment for the benefit of creditors, or has any other proceedings filed against Licensee under any bankruptcy or insolvency laws; (d) If Licensee is convicted of a felony relating to the development, manufacture, use, marketing, distribution or sale of any Products. (e) If an audit pursuant to Section 4.4.9 shows an underreporting or underpayment by Licensee or any Sublicensee of [***] or more for any [***] month period; or (f) Except as provided in subparagraphs (a)-(e) above, if Licensee defaults in the performance of any other obligations under this Agreement and the default has not been remedied within sixty (60) days after the date of TSRI’s written notice of such default.

Termination by TSRI. TSRI has the right to immediately may terminate this Agreement as follows (unless a further cure period is provided below):follows: (a) If Licensee does not make a payment due hereunder and fails to cure such non-payment (including the payment of interest in accordance with Section 10.414.2) within twenty thirty (2030) days after the date of TSRI’s written notice in writing of such non-paymentpayment by TSRI; (b) If Licensee defaults upon in its indemnification or and insurance obligations under Article SevenSection 9; (c) Upon TSRI’s written notice to As provided in Section 6.2; (d) If Licensee in the event Licensee becomes shall become insolvent, has shall make an assignment for the benefit of creditors, or shall have a petition in bankruptcy filed for or against it, has a receiver appointed over any of . Such termination shall be effective immediately upon TSRI giving written notice to Licensee’s assets, makes an assignment for the benefit of creditors, or has any other proceedings filed against Licensee under any bankruptcy or insolvency laws; (de) If an examination by TSRI’s accountant pursuant to Section 7 shows an underreporting or underpayment by Licensee in excess of twenty percent (20%) for any twelve month period, and a subsequent audit shows a similar underreporting of underpayment by Licensee in excess of twenty (20%) or more for any subsequent calendar year; (f) If Licensee is convicted of a felony felony, and all rights of appeal with respect thereto have been exhausted, relating to the development, manufacture, use, marketing, distribution use or sale of any Licensed Products. (e) If an audit pursuant to Section 4.4.9 shows an underreporting , Licensed Services, or underpayment by Licensee or any Sublicensee of [***] or more for any [***] month periodLicensed Processes; or (fg) Except as provided in subparagraphs (a)-(ea)—(f) above, if Licensee defaults in the performance of any other obligations under this Agreement and the default has not been remedied within sixty (60) days after the date of TSRI’s written notice in writing of such defaultdefault by TSRI.