Common use of Termination by Xxxx Clause in Contracts

Termination by Xxxx. Without limiting the generality of any other provision in this Participation Agreement, XXXX may terminate the Participation Agreement immediately by notice in writing if: (a) the Subscriber is in material breach of the Participation Agreement, the Participation Rules or any applicable Laws, and such breach: (i) cannot be remedied by the Subscriber; or (ii) if it can be remedied: (A) the Subscriber fails or refuses to do so within a period of not less than 20 Business Days of notification by XXXX, such notice specifying the nature of the breach and requiring the Subscriber to remedy the breach; and (B) the Subscriber has failed, within a reasonable period of time in all the circumstances, to agree an appropriate remediation strategy with XXXX to rectify the breach; (b) the Subscriber owes unpaid XXXX Fees which are overdue by over 60 calendar days, and/or unpaid Land Registry Fees which are overdue by more than 30 calendar days; (c) the Subscriber becomes or resolves to become subject to any form of insolvency administration, and each such triggering event is deemed to be a breach of an essential term of the Participation Agreement; (d) XXXX considers it reasonably necessary to do so to maintain the integrity and security of the ELN; (e) XXXX is required to do so following a direction by the Registrar or Land Registry (including pursuant to the ECNL); (f) XXXX is required to do so otherwise by law; or (g) there is a material change to legislation or draft legislation, or to the Participation Rules or Operating Requirements that has a materially adverse commercial effect on XXXX during the term of this Participation Agreement. XXXX may only terminate pursuant to this paragraph (g): (i) after endeavouring, in good faith, to negotiate an appropriate service variation, and for the avoidance of doubt, a decision by XXXX to terminate pursuant to this sub-paragraph may be contested by the Subscriber in accordance with the dispute resolution process set out in clause 24 of this Participation Agreement; and (ii) in accordance with its Transition Plan.

Termination by Xxxx. Without limiting the generality of any other provision in this Participation Agreement, XXXX may terminate the Participation Agreement immediately by notice in writing if: (a) the Subscriber is in material breach of the Participation Agreement, the Participation Rules or any applicable Laws, and such breach: (i) cannot be remedied by the Subscriber; or (ii) if it can be remedied: (A) the Subscriber fails or refuses to do so within a period of not less than 20 Business Days of notification by XXXX, such notice specifying the nature of the breach and requiring the Subscriber to remedy the breach; and (B) the Subscriber has failed, within a reasonable period of time in all the circumstances, to agree an appropriate remediation strategy with XXXX to rectify the breach; (b) the Subscriber owes unpaid XXXX Fees which are overdue by over 60 calendar days, and/or unpaid Land Registry Fees which are overdue by more than 30 calendar days; (c) the Subscriber Profile has been suspended for 12 months or more; (d) the Subscriber becomes or resolves to become subject to any form of insolvency administration, and each such triggering event is deemed to be a breach of an essential term of the Participation Agreement; (de) XXXX considers it reasonably necessary to do so to maintain the integrity and security of the ELN; (ef) XXXX is required to do so following a direction by the Registrar or Land Registry (including pursuant to the ECNL); (fg) XXXX is required to do so otherwise by law; or (gh) there is a material change to legislation or draft legislation, or to the Participation Rules or Operating Requirements that has a materially adverse commercial effect on XXXX during the term of this Participation Agreement. XXXX may only terminate pursuant to this paragraph (gh): (i) after endeavouring, in good faith, to negotiate an appropriate service variation, and for the avoidance of doubt, a decision by XXXX to terminate pursuant to this sub-paragraph may be contested by the Subscriber in accordance with the dispute resolution process set out in clause 24 of this Participation Agreement; and (ii) in accordance with its Transition Plan.

Termination by Xxxx. Without limiting the generality of any other provision in this Participation Agreement, XXXX may terminate the Participation Agreement immediately by notice in writing if: (a) the Subscriber is in material breach of the Participation Agreement, the Participation Rules or any applicable Laws, and such breach: (i) cannot be remedied by the Subscriber; or (ii) if it can be remedied: (A) the Subscriber fails or refuses to do so within a period of not less than 20 Business Days of notification by XXXX, such notice specifying the nature of the breach and requiring the Subscriber to remedy the breach; and (B) the Subscriber has failed, within a reasonable period of time in all the circumstances, to agree an appropriate remediation strategy with XXXX to rectify the breach; (b) the Subscriber owes unpaid XXXX Fees which are overdue by over 60 calendar days, and/or unpaid Land Registry Fees which are overdue by more than 30 calendar days; (c) the Subscriber becomes or resolves to become subject to any form of insolvency administration, and each such triggering event is deemed to be a breach of an essential term of the Participation Agreement; (dx) XXXX considers it reasonably necessary to do so to maintain the integrity and security of the ELN; (e) XXXX is required to do so following a direction by the Registrar or Land Registry (including pursuant to the ECNL); (f) XXXX is required to do so otherwise by law; or (g) there is a material change to legislation or draft legislation, or to the Participation Rules or Operating Requirements that has a materially adverse commercial effect on XXXX during the term of this Participation Agreement. XXXX may only terminate pursuant to this paragraph (g): (i) after endeavouring, in good faith, to negotiate an appropriate service variation, and for the avoidance of doubt, a decision by XXXX to terminate pursuant to this sub-paragraph may be contested by the Subscriber in accordance with the dispute resolution process set out in clause 24 of this Participation Agreement; and (ii) in accordance with its Transition Plan.

Termination by Xxxx. Without limiting the generality of any other provision in XXXX, at its option, may immediately terminate this Participation Agreement, XXXX may terminate in whole or in part, upon delivery of written notice to Licensee of XXXX’x decision to terminate, if any of the Participation Agreement immediately by notice in writing iffollowing occur: (a) Licensee has failed to make any payment when due under this Agreement, and does not make the Subscriber required payment within [***] after delivery of written notice of such failure from XXXX; (b) Licensee is in material breach of the Participation any non-payment provision of this Agreement, the Participation Rules or any applicable Laws, and does not cure such breach: (i) cannot be remedied by the Subscriberbreach within [***] after delivery of written notice from XXXX; or (iic) if it can be remedied: (A) To the Subscriber fails extent not prohibited by applicable law, Licensee or refuses its Affiliate or Sublicensee initiates any proceeding or action to do so within a period challenge the validity, enforceability, ownership or scope of not less than 20 Business Days of notification by XXXX, such notice specifying the nature one or more Valid Claims of the breach and requiring Patent Rights, or assist a Third Party in pursuing such a proceeding or action; provided that such challenge is, in the Subscriber case of such a challenge brought by Licensee or its Affiliate, directed to remedy subject matter within the breach; and (B) the Subscriber has failed, within a reasonable period of time in all the circumstances, to agree an appropriate remediation strategy with XXXX to rectify the breach; (b) the Subscriber owes unpaid XXXX Fees which are overdue by over 60 calendar days, and/or unpaid Land Registry Fees which are overdue by more than 30 calendar days; (c) the Subscriber becomes or resolves to become subject to any form of insolvency administration, and each such triggering event is deemed to be a breach of an essential term scope of the Participation Agreement; licenses granted to Licensee hereunder or, in the case of such an action brought by a Sublicensee, is directed to subject matter (dand is brought in the territory) XXXX considers it reasonably necessary to do so to maintain within the integrity and security scope of the ELN; (e) XXXX is required sublicense granted to do so following a direction by the Registrar or Land Registry (including such Sublicensee pursuant to the ECNL); (f) XXXX is required to do so otherwise by law; or (g) there is a material change to legislation or draft legislationapplicable Sublicense Agreement. Such termination shall be effective, or with respect to the Participation Rules or Operating Requirements that has a materially adverse commercial effect on initiating party, after [***] written notice by XXXX during the term of this Participation Agreement. XXXX may only terminate pursuant to this paragraph (g): Licensee, unless (i) after endeavouringLicensee, in good faithor such Affiliate or Sublicensee (as applicable), to negotiate an appropriate service variationwithin such [***], and for the avoidance of doubtwithdraws from such patent challenge, a decision by XXXX to terminate pursuant to this sub-paragraph may be contested by the Subscriber in accordance with the dispute resolution process set out in clause 24 of this Participation Agreement; and or (ii) in accordance the case of a challenge by a Sublicensee, Licensee terminates the Sublicense Agreement with its Transition Plansuch Sublicensee. Notwithstanding anything herein to the contrary, termination by XXXX under this Section 8.3(c) is not permitted for any counterclaim or defense made by Licensee, an Affiliate or Sublicensee as a defendant in any patent infringement claim made by or on behalf of XXXX, based on activities that are outside of the scope of the applicable license or sublicense granted hereunder; provided, in the event of termination by XXXX under subsections (a) and (b) above, that XXXX may not terminate this Agreement if before the expiration of the [***], as applicable, Licensee has cured the breach or default and provides XXXX with written evidence of such cure; and further provided that if such breach cannot be cured within such [***] period (as determined in good faith by Licensee and communicated to XXXX in writing prior to the expiration of such [***] period), so long as Licensee is using good faith efforts to and can demonstrate reasonable steps to cure any default that could not reasonably be cured within the [***] time period, Licensee shall not be deemed in material breach of this Agreement due to such alleged material breach (and, for clarity, XXXX may not terminate this Agreement due to such alleged material breach) and XXXX agrees to work with Licensee in good faith to develop a plan to accomplish such cure, which plan shall be submitted in writing to XXXX.