Common use of TERMINATION/CANCELLATION Clause in Contracts

TERMINATION/CANCELLATION. (a) Licensor has the right to terminate or cancel this Agreement in accordance with other provisions of this Agreement and also if: (1) Licensee fails to pay Licensor any license fee or charges when due; or (2) Licensee is in default of any other provision hereof and such default has not been cured within ten (10) days after Licensor learns of the default and gives Licensee written notice thereof; or (3) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law; or (4) Licensee attempts to assign or sublicense its rights under this license. (b) In the event of any termination or cancellation, Licensor may: (1) Declare all amounts owed hereunder to Licensor to be immediately due and payable; (2) Require that Licensee cease any further use of the Licensed Product or any portion thereof and immediately destroy, erase from any temporary RAM and permanent memory, and return to Licensor all copies of the Licensed Product, including the Security Device; (3) Cease performance of all of Licensor's obligations hereunder without liability to Licensee; and (4) Electronically render the Software of no further Use by Licensee. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity. (d) UPON ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, DUE TO BREACH OR OTHERWISE, LICENSOR SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSOR.

TERMINATION/CANCELLATION. (a) Licensor has Notwithstanding anything contained in this Agreement, in the right to terminate or cancel event of the Purchaser making an application for cancellation of this Agreement or making any default in accordance with other provisions respect of any installment of the Purchase Price or any amount due and payable by the Purchaser under this Agreement and/or in observing and performing any of the terms and conditions of this Agreement and also ifof the applicable local laws, rules and regulations, the Owner shall, at its sole option, be entitled to terminate this Agreement by issuing a letter of termination to the Purchaser and in that event all the monies paid hereunder by the Purchaser after deducting therefrom: i. a forfeiture amount equal to 12% (1twelve per cent) Licensee fails of the consideration for sale ; ii. Service Tax, VAT, GST and all other taxes paid or payable on this Agreement; iii. the taxes and outgoings including amounts payable in respect of the additional paid facilities and other common areas and facilities, if any, due and payable by the Purchaser in respect of the said Premises up to pay Licensor the date of termination of this Agreement; iv. the amount of interest payable by the Purchaser to the Owner in terms of this Agreement from the dates of default in payment till the date of termination as aforesaid; shall be refunded to the Purchaser by the Owner without any license fee interest, compensation, damages or charges when duecosts upon the Purchaser executing & registering a Deed of Cancellation of this Agreement, if required by the Owner; or (2) Licensee is and on such termination, the Owner shall be entitled to deal with, lease, sell and/or dispose of or otherwise howsoever deal with the said Premises as it may deem fit in default favour of any other provision hereof party without any reference to, or consent from the Purchaser and such default has the Purchaser shall have no right to dispute or object to the dealing / lease / disposal of the said Premises and shall cease to have any right, title, interest, or claim of whatsoever nature in the said Premises by the Owner as aforesaid, PROVIDED ALWAYS that the power of termination hereinabove contained shall not been cured within ten be exercised by the Owner unless and until the Owner ( except in case of an application by the Purchaser for cancellation) shall have given to the Purchaser 15 (10fifteen) days after Licensor learns prior notice in writing of its intention to terminate this Agreement and of the specific breach or breaches in respect of which it is intended to terminate this Agreement and default and gives Licensee written notice thereof; or (3) Licensee becomes insolvent shall have been made by the Purchaser in remedying such breach or seeks protection, voluntarily or involuntarily, under any bankruptcy law; or (4) Licensee attempts to assign or sublicense its rights under this licensebreaches within fifteen days of the date of such notice. (b) In the event The right of any termination or cancellation, Licensor may: (1) Declare all amounts owed hereunder to Licensor to be immediately due and payable; (2) Require that Licensee cease any further use of the Licensed Product or any portion thereof and immediately destroy, erase from any temporary RAM and permanent memory, and return to Licensor all copies of the Licensed Product, including the Security Device; (3) Cease performance of all of Licensor's obligations hereunder without liability to Licensee; and (4) Electronically render the Software of no further Use by Licensee. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) Licensor's foregoing rights and remedies as aforesaid shall be cumulative and in addition without prejudice to all any other rights and remedies available to Licensor the Owners in law and in equitylaw. (c) It is agreed that in the event of termination in the circumstance as aforesaid or termination due to any other reason, the sole right of the Purchaser would be to obtain refund of payments due to him in the manner mentioned above and the Purchaser will not have the right to cause stoppage of work of the said Project or seek any relief in the nature of restraint of the work relating to the said Premises or the project nor shall the Purchaser seek any claim against the Owner and the Purchaser specifically waives all such rights, if any, as relating to the said Premises and the project. d) UPON ANY TERMINATIONThe Purchaser agrees that receipt of the said refund by cheque from the Owner by hand delivery/registered post acknowledgement due at the address herein furnished by the Purchaser whether the Purchaser accepts or encashes the cheque or not, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, DUE TO BREACH OR OTHERWISE, LICENSOR SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSORwill amount to refund and full discharge of the Owner’s liability in respect thereof.

TERMINATION/CANCELLATION. (a) Licensor has may terminate this Agreement, and the right License granted to terminate or cancel this Agreement in accordance with other provisions of this Agreement and also Licensee hereunder if: (1i) Licensee fails timely to pay Licensor any license fee Fee or charges other required payment when due; ordue and payable; (2ii) Licensee Except as to a failure under Section 12(a)(I) above, Licensee, or any of its Sub-licensees, is in default of any other provision hereof hereof, and such default has is not been cured within ten (10) days after Licensor learns of the default and gives shall give Licensee written notice thereof; : or (3iii) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy or insolvency law; or (4) Licensee attempts to assign or sublicense its rights under this license. (b) In the event of any termination of the Agreement, or cancellation, Licensor maythe License granted hereunder: (1i) Declare all amounts owed hereunder to Licensor to be immediately due Licensee and payable; (2) Require that Licensee each of its Sub-licensees shall cease any further use Use of the Licensed Product PrimeCare V9 or any portion thereof and immediately destroythereof, erase from any temporary RAM and permanent memorywhereupon Licensee, and each such Sub-licensees shall forthwith return to Licensor the same and all copies of the Licensed Product, including the Security Device;thereof to Licensor; and (3ii) Cease Licensor may cease performance of all of Licensor's obligations hereunder hereunder, without any liability to Licensee; and (4) Electronically render the Software of no further Use by Licensee. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) The Agreement, and the License shall automatically terminate if Licensee, or any of its Sub-licensees, uses the Software in any manner not expressly permitted hereunder. (d) Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and or in equity. (d) UPON ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, DUE TO BREACH OR OTHERWISE, LICENSOR SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSOR.

TERMINATION/CANCELLATION. (a) Licensor has the right to terminate or cancel this Agreement in accordance with other provisions 6.1 The term of this Intellectual Property Agreement shall commence on the Closing Date, and also if:shall continue at all times thereafter, except and to the extent expressly provided in Section 2(d), unless terminated/cancelled earlier by either Party as provided in this Article 6. (1) Licensee fails to pay Licensor 6.2 No waiver of any license fee breach of, or charges when due; or (2) Licensee is in default under, this Intellectual Property Agreement shall constitute a waiver of any other breach of, or default under, this Intellectual Property Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the Party waiving the breach or default. 6.3 If Buyer, Surviving Corporation, Company or any of its Subsidiaries voluntarily files for bankruptcy or makes an assignment for the benefit of its creditors, or an involuntary assignment or bankruptcy petition is made or filed against Buyer, Surviving Corporation, Company or any of its Subsidiaries, Seller may immediately terminate this Intellectual Property Agreement and the licenses granted to such Company and/or such Subsidiaries herein. 6.4 In the event of any material breach of any provision hereof and such default has of this Intellectual Property Agreement related to the Licensed Excluded Marks by Buyer, Surviving Corporation, Company or any of its subsidiaries which is not been cured within ten (10) days after Licensor learns of the default and gives Licensee written notice thereof; or (3) Licensee becomes insolvent or seeks protectionto Buyer by Seller, voluntarily or involuntarily, under Seller shall have the right to terminate/cancel any bankruptcy law; or (4) Licensee attempts to assign or sublicense its rights under this license. (b) In the event of any termination or cancellation, Licensor may: (1) Declare and all amounts owed hereunder to Licensor to be immediately due and payable; (2) Require that Licensee cease any further use of the Licensed Product or any portion thereof and immediately destroy, erase from any temporary RAM and permanent memory, and return to Licensor all copies of the Licensed Product, including the Security Device; (3) Cease performance of all of Licensor's obligations hereunder without liability to Licensee; and (4) Electronically render the Software of no further Use by Licensee. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) Licensor's foregoing rights and remedies shall be cumulative licenses granted to Company and its Subsidiaries under Licensed Excluded Marks; the foregoing being in addition to all any other rights and remedies available to Licensor in law and in equitySeller. 6.5 In the event of any material breach of any provision of this Intellectual Property Agreement related to Licensed Intellectual Property by Buyer, Surviving Corporation, Company or any of its subsidiaries which is not cured within thirty (d30) UPON ANY TERMINATIONdays of written notice to Buyer by Seller, EXPIRATIONSeller shall have the right to terminate/cancel the rights and licenses granted to Company and its Subsidiaries under Licensed Intellectual Property; provided, OR CANCELLATION OF THIS AGREEMENThowever, DUE TO BREACH OR OTHERWISEthat such termination or cancellation shall only be with respect to the particular item of Licensed Intellectual Property to which the breach relates, LICENSOR SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSORand the rights of Company and its Subsidiaries to all other items of Licensed Intellectual Property shall continue in effect in accordance with the terms and conditions of this Intellectual Property Agreement. The foregoing shall be in addition to any other rights and remedies available to Seller.

TERMINATION/CANCELLATION. (a) Licensor has the right to terminate or cancel this Agreement in accordance with other provisions 7.1 The term of this Agreement shall commence at the Effective Time, and also if:shall continue at all times thereafter, unless terminated/cancelled earlier by either Party as provided herein. (1) Licensee fails to pay Licensor 7.2 No waiver of any license fee breach of, or charges when due; or (2) Licensee is in default under, this Agreement shall constitute a waiver of any other provision hereof breach of, or default under, this Agreement, and such default has not been cured within ten (10) days after Licensor learns no waiver shall be effective unless made in writing and signed by an authorized representative of the default Party waiving the breach or default. 7.3 The licenses for any Licensed Intellectual Property may be terminated at any time my mutual agreement of Seller and gives Licensee Purchaser, which agreement shall bind Company and any Purchaser Affiliate in addition, and any other person using the Licensed Intellectual Property through Purchaser or Company. 7.4 Purchaser may terminate the licenses for any Licensed Intellectual Property at any time by delivering written notice thereof; or (3) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law; or (4) Licensee attempts to assign or sublicense its rights under this licenseof termination and immediate termination of all uses of the Licensed Intellectual Property. (b) 7.5 If Purchaser or Company voluntarily files for bankruptcy or makes an assignment for the benefit of its creditors, or an involuntary assignment or bankruptcy petition is made or filed against Purchaser or Company, Seller may immediately terminate this Agreement and the licenses granted to Purchaser and Company for all Licensed Intellectual Property. 7.6 In the event of any termination breach of any material provision of this Agreement related to Licensed Intellectual Property by Purchaser and Company which is not cured within thirty (30) days of written notice by Seller, Seller shall have the right to terminate and cancel the rights and licenses granted to Purchaser or cancellation, Licensor may: (1) Declare Company under Licensed Intellectual Property as to all amounts owed hereunder to Licensor to be immediately due and payable; (2) Require that Licensee cease any further use of the Licensed Product or any portion thereof and immediately destroy, erase from any temporary RAM and permanent memoryIntellectual Property, and return such right to Licensor all copies terminate shall not be limited to individual items of the Licensed Product, including the Security Device; (3) Cease performance of all of Licensor's obligations hereunder without liability to Licensee; and (4) Electronically render the Software of no further Use by LicenseeIntellectual Property. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) Licensor's The foregoing rights and remedies shall be cumulative and in addition to all any other rights and remedies available to Licensor Seller. 7.7 If the Publishing Agreement is terminated for cause by Seller, its Affiliate or its assignee, pursuant to Section 6.2 thereof, this Agreement and all license rights of Purchaser and Company under this Agreement shall terminate. 7.8 Purchaser shall cause any permitted sublicense it enters into with respect to Licensed Intellectual Property to reflect the conditions of this Agreement, including the limitations that may affect the duration of any sublicense as set out in this Article. 7.9 Upon any termination, cancellation or expiration of this Agreement or of any license, all rights of Purchaser, Company, and Purchaser’s Affiliates, and any sublicensee to use the Licensed Intellectual Property shall revert automatically to Seller, and no further use of such Licensed Intellectual Property shall be made by Purchaser, Company or any Affiliate or sublicensee of Purchaser or Company; provided that any print Directory Products for which production has been completed prior to the date of termination, and which cannot be reasonably modified to delete the applicable Licensed Intellectual Property, may be distributed for the intended life of such Directory Product (but in no event more than 12 months following such termination), but all other use shall be terminated. 7.10 The Parties acknowledge and agree that Seller would be irreparably damaged in the event any of the provisions of this Agreement, any license hereunder or any permitted sublicense are not fully performed by Purchaser, Company or their permitted sublicensees in accordance with their specific terms or are otherwise breached by the Purchaser, Company or its their permitted sublicensees and that in such event money damages would be an inadequate remedy for Seller. Accordingly, Purchaser, on behalf of itself and on behalf of Company and their permitted sublicensees hereby agrees that the Seller shall be entitled to seek an immediate injunction to prevent any breaches, including anticipatory or further breaches, of the provisions of this Agreement and any license hereunder and to enforce specifically the terms and provisions hereof in any action instituted in any federal, state or foreign court having jurisdiction, in addition to any other remedy to which the Seller may be entitled at law and or in equity. It is understood between the Parties that, in addition to the injunctive relief mentioned above, the Seller shall be entitled to any other relief which may be deemed proper and customary, whether at law or in equity, as of the time such relief is sought, subject to the limitations and restrictions, if any, set forth in this Agreement. (d) UPON ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, DUE TO BREACH OR OTHERWISE, LICENSOR SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSOR.

TERMINATION/CANCELLATION. (a) Licensor has the right to terminate or cancel 6.1 The term of this Agreement shall commence on the Closing Date, and shall continue at all times thereafter, except and to the extent expressly provided in Section 2.5 and 2.6, unless terminated/cancelled earlier by either Party as provided in this Article 6. 6.2 No waiver of any breach of, or default under, this Agreement shall constitute a waiver of any other breach of, or default under, this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the Party waiving the breach or default. 6.3 The rights and licenses granted to Spinco and its Subsidiaries pursuant to this Agreement with respect to Licensed Intellectual Property shall be deemed, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses to “Intellectual Property” as defined by the Code which may be assumed by Spinco or the Spinco Subsidiaries, provided, however, such licenses may be exercised only (i) in the Spinco Business, (ii) in the Territory, (iii) in the applicable Field of Use and (iv) in accordance with other provisions the scope of rights granted in this Agreement and also if: (1) Licensee fails to pay Licensor any license fee or charges when due; or (2) Licensee is in default of any other provision hereof and such default has not been cured within ten (10) days after Licensor learns of the default and gives Licensee written notice thereof; or (3) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law; or (4) Licensee attempts to assign or sublicense its rights under this licenseAgreement. (b) In 6.4 Except and to the extent otherwise expressly provided in Section 2.5 or 2.6, in the event of any termination material breach of any provision of this Agreement related to Licensed Intellectual Property by Spinco, Spinco Subsidiaries or cancellationthe Surviving Corporation which is not cured within thirty (30) days of written notice to the Surviving Corporation by Licensor, Licensor may: (1) Declare shall have the right to immediately terminate/cancel all amounts owed hereunder rights and licenses granted to Licensor Spinco and Spinco Subsidiaries under Licensed Intellectual Property; provided, however, nothing contained herein shall be deemed to be immediately due and payable; (2) Require that Licensee cease a waiver of any further use rights of the Licensed Product Licensor or any portion thereof and immediately destroy, erase of its Affiliates or prevent Licensor or any of its Affiliates from any temporary RAM and permanent memory, and return to Licensor all copies of the Licensed Product, including the Security Device; (3) Cease performance of all of Licensor's obligations hereunder without liability to Licensee; and (4) Electronically render the Software of no further Use by Licenseeseeking immediate injunctive relief or other remedies. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) Licensor's The foregoing rights and remedies shall be cumulative and in addition to all any other rights and remedies available to Licensor in law and in equityLicensor. (d) UPON ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, DUE TO BREACH OR OTHERWISE, LICENSOR SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSOR.

TERMINATION/CANCELLATION. (a) Licensor has Notwithstanding the right to terminate or foregoing, CGS may terminate/cancel this Agreement in accordance with other provisions of this Agreement and also if: : (1) Licensee fails to pay Licensor CGS any license fee or charges when duecharges; or or (2) Licensee is in default of any other provision hereof and such default has not been cured within ten (10) days after Licensor learns of the default and CGS gives Licensee written notice thereofnotice; or or (3) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law; or (4) Licensee attempts to assign or sublicense its rights under this license. (b) . In the event of any termination or termination/cancellation, Licensor CGS may: : (1) Declare declare all amounts owed hereunder to Licensor CGS to be immediately due and payable; ; (2) Require require that Licensee cease any further use of the Licensed Product Software and Content or any portion thereof and immediately destroy, erase from any temporary RAM and permanent memory, memory and return to Licensor CGS all copies of the Licensed Product, including the Security Device; Software and Content; and (3) Cease cease performance of all of LicensorCGS's obligations hereunder without liability to Licensee; and (4) Electronically render the Software of no further Use by Licensee. Upon Licensor's request, an authorized representative of Licensee shall provide a written certification that warrants compliance with Paragraph 10(b)(2). (c) LicensorCGS's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor CGS in law and in equity. (d) . UPON ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT, DUE TO BREACH OR OTHERWISE, LICENSOR CGS SHALL IN ALL EVENTS HAVE ALL RIGHTS, POWER AND AUTHORITY TO EXERCISE ELECTRONIC SELF-HELP AND TO EXERCISE ALL RIGHTS, REMEDIES AND RECOURSE TO WHICH IT MAY BE ENTITLED, WHICH SELF-HELP SHALL INCLUDE WITHOUT LIMITATION, ALL ELECTRONIC MEANS AVAILABLE TO LICENSORCGS.