Common use of Termination Other Than by Breach Clause in Contracts

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s breach, or (c) termination of this Agreement by NCL after one hundred twenty (120) days, notice to LICENSEE in the event NCL reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right of NCL or NOA anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-day period, such termination shall not take effect), LICENSEE shall have a period of [***] to sell any unsold Licensed Products. All Licensed Products in LICENSEE’s control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] and proof of such destruction (certified by an officer of LICENSEE) shall be provided to NCL.

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s breach, or (c) termination of this Agreement by NCL NINTENDO after one hundred twenty days (120) days, notice Notice to LICENSEE in the event NCL NINTENDO reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right rights of NCL or NOA NINTENDO anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-120 day period, such termination shall not take effect), LICENSEE shall have a period of [***] to sell any unsold Licensed Products. All Licensed Products in LICENSEE’s ’S control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] ten (10) days and proof of such destruction (certified by an officer of LICENSEE) shall be provided to NCLNINTENDO.

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s breach, or (c) termination of this Agreement by NCL NOA after one hundred twenty days (120) days, notice Notice to LICENSEE in the event NCL reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right rights of NCL NOA or NOA its parent company, Nintendo Co., Ltd., anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-120 day period, such termination shall not take effect), LICENSEE shall have a period of [***] one hundred eighty (180) days to sell any unsold Licensed ProductsProducts in inventory or in process. All Licensed Products in LICENSEE’s control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] ten (10) days and proof of such destruction (certified by an officer of LICENSEE) shall be provided to NCLNOA.

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s breach, or (c) termination of this Agreement by NCL NINTENDO after one hundred twenty days (120) days, notice Notice to LICENSEE in the event NCL NINTENDO reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right rights of NCL or NOA NINTENDO anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-day period, such termination shall not take effect), LICENSEE shall have a period of [_***] to sell any unsold Licensed Products. *_____________________________________ All Licensed Products in LICENSEE’s control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] ten (10) days and proof of such destruction (certified by an officer of LICENSEE) shall be provided to NCLNINTENDO.

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s 's breach, or (c) termination of this Agreement by NCL NINTENDO after one hundred twenty days (120) days, notice Notice to LICENSEE in the event NCL NINTENDO reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right rights of NCL or NOA NINTENDO anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-120 day period, such termination shall not take effect), LICENSEE shall have a period of [***] one hundred eighty (180) days to sell any unsold Licensed Products. All Licensed Products in LICENSEE’s 's control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] ten (10) days and proof of such destruction (certified by an officer of LICENSEE) shall be provided to NCLNINTENDO.

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s breach, or (c) termination of this Agreement by NCL NOA after one hundred twenty days (120) days, notice Notice to LICENSEE in the event NCL NOA reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right rights of NCL NOA or NOA its parent company, Nintendo Co., Ltd., anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-120 day period, such termination shall not take effect), LICENSEE shall have a period of [***] one hundred eighty (180) days to sell any unsold Licensed Products. All Licensed Products in LICENSEE’s ’S control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] ten (10) days and proof of such destruction (certified by an officer of LICENSEE) shall be provided to NCLNOA.

Termination Other Than by Breach. Upon (a) the expiration of this Agreement, (b) its termination other than by LICENSEE’s breach, or (c) termination of this Agreement by NCL after one hundred twenty (120) days, notice to LICENSEE in the event NCL reasonably believes that LICENSEE has developed, marketed, or sold a product that infringes any intellectual property right of NCL or NOA anywhere in the world (provided that if the parties are able to resolve such alleged infringement within such 120-day period, such termination shall not take effect), LICENSEE shall have a period of [***] to sell any unsold Licensed Products. All Licensed Products in LICENSEE’s control following the expiration of such sell-off period shall be destroyed by LICENSEE within [***] ten (10) days and proof Notice of such destruction (with proof certified by an officer of LICENSEE) shall be provided delivered to NCL.