Upon Written Notice of Termination. If Distributor ---------------------------------- materially breaches this Agreement, and the Company, in its sole discretion, deems that Distributor's material breach is incurable, the Company may terminate this Agreement without affording Distributor any opportunity to cure, by delivering to Distributor the Company's written notice of termination which shall become effective immediately upon delivery, or as required by applicable law. Distributor's incurable material breach of this Agreement include the following: (1) If Distributor has falsely made any of the representations and warranties set forth in this Agreement, or knowingly maintains false books or records or submits any false reports to the Company; or (2) Distributor (and/or its principals) are convicted of a felony, a fraud, a crime involving moral turpitude, or found liable in a civil claim for fraud or any unfair or deceptive act or practice; or (3) Distributor (and/or its owners) purports to transfer any rights or obligations under this Agreement or any interest in Distributor to a third party, without the Company's prior written consent, or (4) Distributor discloses or divulges, directly or indirectly, any information the Company may provide to Distributor as Company Confidential Information; or (5) Distributor forfeits its legal right to do or to transact business in the Territory; or (6) Distributor breaches any terms hereof providing for immediate termination of this Agreement; or (7) Distributor repudiates this Agreement.
Appears in 4 contracts
Samples: Exclusive Distribution Agreement (Applied Digital Solutions Inc), Exclusive Distribution Agreement (Applied Digital Solutions Inc), Exclusive Distribution Agreement (Applied Digital Solutions Inc)
Upon Written Notice of Termination. If Distributor ---------------------------------- materially breaches this Agreement, and the Company, in its sole discretion, deems that Distributor's material breach is incurable, the Company may terminate this Agreement without affording Distributor any opportunity to cure, by delivering to Distributor the Company's written notice of termination which shall become effective immediately upon delivery, or as required by applicable law. Distributor's incurable material breach of this Agreement include the following: (1) If Distributor has falsely made any of the representations and warranties set forth in this Agreement, or knowingly maintains false books or records or submits any false reports to the Company; or (2) Distributor (and/or its principals) are convicted of a felony, a fraud, a crime involving moral turpitude, or found liable in a civil claim for fraud or any unfair or deceptive act or practice; or (3) Distributor (and/or its owners) purports to transfer any rights or obligations under this Agreement or any interest in Distributor to a third party, without the Company's prior written consent, or (4) Distributor discloses or divulges, directly or indirectly, any information the Company may provide to Distributor as Company Confidential Information; or (5) Distributor forfeits its legal right to do or to transact business in the Territory; or (6) Distributor breaches any terms hereof providing for immediate termination of this Agreement; or (7) Distributor repudiates this Agreement.
Appears in 3 contracts
Samples: Exclusive Distribution Agreement (Applied Digital Solutions Inc), International Distribution Agreement (Applied Digital Solutions Inc), Distribution Agreement (Applied Digital Solutions Inc)
Upon Written Notice of Termination. If Distributor ---------------------------------- materially breaches this Agreement, and the Company, in its sole discretion, deems that Distributor's material breach is incurable, the Company may terminate this Agreement without affording Distributor any opportunity to cure, by delivering to Distributor the Company's written notice of termination which shall become effective immediately upon delivery, or as required by applicable law. Distributor's incurable material breach of this Agreement include the following: (1) If Distributor has falsely made any of the representations and warranties set forth in this Agreement, or knowingly maintains false books or records or submits any false reports to the Company; or (2) Distributor (and/or its principals) are convicted of a felony, a fraud, a crime involving moral turpitude, or found liable in a civil claim for fraud or any unfair or deceptive act or practice; or (3) Distributor (and/or its owners) purports to transfer any rights or obligations under this Agreement or any interest in Distributor to a third party, without the Company's prior written consent, or (4) Distributor discloses or divulges, directly or indirectly, any information the Company may provide to Distributor as Company Confidential Information; or (5) Distributor forfeits its legal right to do or to transact business in the Territory; or (6) Distributor breaches any terms hereof providing for immediate termination of this Agreement; or (7) Distributor repudiates this Agreement.
Appears in 2 contracts
Samples: Exclusive Distribution Agreement (Applied Digital Solutions Inc), Exclusive Distribution Agreement (Applied Digital Solutions Inc)
Upon Written Notice of Termination. If Distributor ---------------------------------- materially breaches this Agreement, and the Company, in its sole discretion, deems that Distributor's ’s material breach is incurable, the Company may terminate this Agreement without affording Distributor any opportunity to cure, by delivering to Distributor the Company's ’s written notice of termination which shall become effective immediately upon delivery, or as required by applicable law. Distributor's ’s incurable material breach of this Agreement include the following: (1) If Distributor has falsely made any of the representations and warranties set forth in this Agreement, or knowingly maintains false books or records or submits any false reports to the Company; or (2) Distributor (and/or its principals) are convicted of a felony, a fraud, a crime involving moral turpitude, or found liable in a civil claim for fraud or any unfair or deceptive act or practice; or (3) Distributor (and/or its owners) purports to transfer any rights or obligations under this Agreement or any interest in Distributor to a third party, without the Company's ’s prior written consent, or (4) Distributor discloses or divulges, directly or indirectly, any information the Company may provide to Distributor as Company Confidential Information; or (5) Distributor forfeits its legal right to do or to transact business in the Territory; or (6) Distributor breaches any terms hereof providing for immediate termination of this Agreement; or (7) Distributor repudiates this Agreement.
Appears in 1 contract
Samples: Distribution Agreement (Applied Digital Solutions Inc)