TERMINATION Vzorová ustanovení

TERMINATION. Except as stated at Clause 7. above, this Agreement shall terminate automatically if Licensor should declare its intention of availing itself of this termination clause due to the occurrence of one or more of the following events: (a) Licensee is insolvent, bankrupt or has made any arrangement with creditors; (b) Licensee indefinitely discontinues business with regard to audiovisual exploitation; (c) Licensee fails to pay the Consideration or any part thereof at the agreed deadlines, the Payment Terms and Conditions being essential to this Agreement; (d) Licensee reproduces the Materials in excess of normal transmission requirements; (e) Licensee transports the Materials outside the Territory without Licensor’s written consent. In the event of Licensee’s breach of any other obligation pursuant to this Agreement, Licensor may require Licensee to cure such breach within 15 (fifteen) days of the date of receipt by Licensee of Licensor’s notice to cure such breach. If Licensee does not cure such breach within such term, then this Agreement shall terminate automatically. In the event of termination due to any of the reasons mentioned above: (i) Licensee shall immediately return all Materials to Licensor or to the person designated by Licensor or shall destroy the Materials, if requested by Licensor, providing Licensor with a certificate of destruction; (ii) Licensor shall retain any amounts paid by Licensee as a penalty or as partial indemnification for damages; (iii) Licensee shall pay Licensor the Consideration as well as damages and any interest on arrears pursuant to Clause 4. above. Waiver of the right to terminate this Agreement for any breach of this Agreement shall not constitute waiver of the right to damages deriving from such breach or of the right to terminate this Agreement for any subsequent breach.

TERMINATION. A. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy the breach within thirty (30) days upon receipt of written notice from EBSCO. Within the period of such notice, Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to remedy such a breach within the period of thirty (30) days, EBSCO may (at its option) terminate this Agreement upon written notice to the Licensee.

TERMINATION. 8.1 It shall constitute the repudiation by the Distributor of its obligations under this Agreement and Pathe shall be entitled to accept such repudiation terminating the Distributor's rights under this Agreement by written notice if: (a) the Distributor fails to pay any amount due under this Agreement or any other agreement between Pathe and Distributor in full within five

TERMINATION. A. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy the breach within thirty (30) days upon receipt of written notice from EBSCO. Within the period of such notice, Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to remedy such a breach within the period of thirty (30) days, EBSCO may (at its option) terminate this Agreement upon written notice to the Licensee. B. If EBSCO becomes aware of a material breach of Licensee's obligations under this Agreement or a breach by Licensee or Authorized Users of the rights of EBSCO or its licensors or an infringement on the rights of EBSCO or its licensors, then EBSCO will notify the Licensee immediately in writing and shall have the right to temporarily suspend the Licensee's access to the Databases or Services. Licensee shall be given the opportunity to remedy the breach or infringement within thirty (30) days following receipt of written notice from EBSCO. Once the breach or infringement has been remedied or the offending activity halted, EBSCO shall reinstate access to the Databases or Services. If the Licensee does not satisfactorily remedy the offending activity within thirty (30) days, EBSCO may terminate this Agreement upon written notice to the Licensee. C. The provisions set forth in Sections I, II and V of this Agreement shall survive the term of this Agreement and shall continue in force into perpetuity.

TERMINATION. Either party may terminate this Agreement, immediately upon notice and without judicial or administrative resolution, if the other party or any of its employees or consultants breach any term or condition hereof which breach is not cured to the reasonable satisfaction of the notifying party within 30 days of its receipt of notice specifying the breach and demanding its cure. This Agreement will terminate automatically if Customer becomes insolvent or enters into bankruptcy, suspension of payments, moratorium, reorganization, or any other proceeding that relates to insolvency or protection of creditor’s rights. Upon termination of this Agreement for any reason, all rights granted to Customer hereunder will cease, and Customer will promptly (i) purge the Licensed Materials from all of Customer’s computer systems, storage media and other files, (ii) destroy the Licensed Materials and all copies thereof, and (iii) deliver to Reseller an affidavit which certifies that Customer has complied with these termination obligations. The provisions of this Agreement shall survive termination of this Agreement to the extent necessary to give such provisions there intended meaning and affect.

TERMINATION. 8.1 This Agreement may be terminated by either party upon written notice if: - the other party makes an assignment for the benefit of its creditors, becomes insolvent or commits an act of bankruptcy or is the subject of any judicial or administrative proceeding launched in good faith relating to its bankruptcy or insolvency and all such situations of insolvency are not removed within thirty

TERMINATION. Institution may terminate this Agreement at any time for its convenience. Esri or Distributor may terminate this Agreement should Institution reject any modifications provided by Esri or Distributor in a written amendment to this Agreement. In the event that this Agreement is terminated by either party, Institution shall not be entitled to a refund of all or a partial amount of the Annual Fee(s) paid. Either party may terminate this Agreement for a material breach by the other party. The breaching party shall be given a period of thirty (30) days from the date of written notice to cure any material breach. Upon termination of this Agreement, all licenses Deployed shall also terminate. Institution shall (i) cease to access and use Online Services and clear Online Services client-side data cache and (ii) uninstall, remove, and destroy all whole or partial copies in any form including modified copies of the Deployed Education Products (except with prior written approval by Xxxx; such approval not to be unreasonably withheld, and Institution may retain a copy for archive purposes only). Institution shall represent in writing to Esri or Distributor that all copies have been destroyed. Institution may continue to use Rolled-In Products following termination of this Agreement subject to compliance with the Master Agreement, with the exception of termination for Institution's material breach.

TERMINATION. 7.2 The Licensor may terminate the Agreement forthwith by written notice if the Licensee fails to make any two consecutive payments according to the payment terms of the Agreement.

TERMINATION. 6.1 If either of us breaches a material term of the Master Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the Master Agreement. If Oracle terminates the Master Agreement as specified in the preceding sentence, You must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Products ordered and/or Service Offerings received under the Master Agreement plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under the Master Agreement, You may not use those Products or Service Offerings ordered. 6.2 If You have used a contract with Oracle or an affiliate of Oracle to pay for the fees due under an order and You are in default under that contract, You may not use the Products and/or Service Offerings that are subject to such contract. 6.3 Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment and others which by their nature are intended to survive.

TERMINATION. If, after the entry into force of this Protocol, the number of Parties is reduced, as a result of denunciations, to less than five, this Protocol shall cease to be in force from the date on which the last of such denunciations takes effect. It shall also cease to be in force from the date on which the Convention ceases to be in force.