Common use of TERMINATION Clause in Contracts

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. Except 8.1 Should either party to this Agreement commit any material or continuous breach hereof and fail to remedy that breach where capable of remedy within fourteen (14) days of receiving written notice from the other party requiring remedy or should either party go into liquidation (except for the purposes of corporate amalgamation or reconstruction) or receivership or make an arrangement or composition with its creditors or becomes unable to pay debts when they fall due, then the party not in breach or not insolvent shall be entitled, without prejudice to any other rights, whether under this Agreement or in law, to forthwith cancel this Agreement on written notice. 8.2 Without prejudice to Licensor's rights under 8.1 above or any other rights or remedies Licensor may have at law or otherwise should Licensee commit a material or continuous breach of any term or condition hereof and/or should Licensee enter into liquidation or receivership or make an arrangement with its creditors or otherwise becomes unable to pay its debts then Licensor may withdraw Licensee's rights of access to the Feed forthwith upon written notice. 8.3 In the event the head agreement between ITFL and Licensor, in respect of the rights granted herein, is terminated prior to expiry of this Agreement with the effect that Licensor is no longer in a position to fulfil its obligations, ITFL shall have the right to request that Licensee enter into a novation agreement with ITFL granting the rights to the Licensee on the same terms as stated at Clause 7set out herein. aboveShould ITFL elect not to request the novation of the Agreement, this Agreement shall terminate and all rights granted herein shall automatically if Licensor should declare its intention of availing itself revert to ITFL. 8.4 Upon termination of this termination clause due to Agreement for any cause whatsoever or upon the occurrence of one or more expiry of the following eventsTerm: (a) Licensee is insolvent, bankrupt 8.4.1 Licensee’s right to exercise all and any of the rights granted hereunder shall terminate immediately and automatically revert forthwith to Licensor. Licensor shall be immediately entitled itself to exercise or has made to authorise any arrangement with creditorsperson to exercise any and all such rights; (b) 8.4.2 all sums that have already been paid by the Licensee indefinitely discontinues business with regard to audiovisual exploitation; (c) Licensee fails to pay the Consideration or any part thereof Licensor hereunder, as at the agreed deadlines, the Payment Terms and Conditions being essential to date of termination or expiry of this Agreement; (d) , shall remain fully with Licensor and Licensor shall not be obligated to refund any such sums, and all sums outstanding and not received by Licensor from the Licensee reproduces as at the Materials in excess date of normal transmission requirements; (e) Licensee transports termination or expiry of this Agreement shall, if not already due and payable, become due and payable immediately upon such termination or expiry and be paid forthwith together with any accrued interest on the Materials outside the Territory without Licensor’s written consentsame. In the event of Licensee’s breach of any other obligation pursuant to this Agreement, Licensor may require that the 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 terminates this Agreement for any breach cause, the foregoing shall not apply to sums which would not in fact, other than due to the application of this Agreement shall not constitute waiver clause, be due and payable at the relevant date of termination; 8.4.3 Licensee shall, at its own cost, promptly return to Licensor all of the right property of Licensor and ITFL within its possession or, at Licensor’s request, delete or destroy the same and certify to damages deriving from Licensor in writing that it has returned all such breach property or, as applicable, deleted or destroyed the same such that it no longer has any property of Licensor and ITFL within its possession; and 8.4.4 Licensee shall cease to hold itself out as associated with the Events in any manner whatsoever save for historic references to the fact of the right grant to terminate the Licensee of the rights granted under this Agreement within its internal corporate materials such as its annual reports, but not within any advertising or promotional materials intended for any subsequent breachrelease to the public.

TERMINATION. Except as stated at Clause 7. Sections 14 and 17 above, this Agreement shall terminate automatically if Licensor should declare declares its intention of availing itself of this termination clause due to the occurrence of one or more of the following events: (a) Licensee is insolventthe Licensee’s insolvency, bankrupt bankruptcy or has made any arrangement with creditors; (b) Licensee indefinitely discontinues the Licensee’s indefinite discontinuation of business with regard to audiovisual audio-visual exploitation; (c) Licensee fails the Licensee’s failure to pay the Consideration Advance, Licensor's Share or any part thereof at the agreed deadlines, the Payment Terms and Conditions being essential to this Agreement; (d) Licensee reproduces the Licensee's failure to send statements at the agreed deadlines during the Accounting Period and/or to comply to provisions of Section 3 of this Agreement for the issuing of statements; (e) the Licensee’s reproduction of the Materials, Dubbing and Subtitling Materials in excess of normal transmission requirements; (ef) the Licensee’s transportation of Dubbing and Subtitling Materials and all materials made by Licensee transports the Materials therefrom outside the Territory without the Licensor’s written consent. In the event of the Licensee’s breach of any other obligation pursuant to this Agreement, the Licensor may require the Licensee to cure such breach within 15 (fifteen) days of the date of receipt by the Licensee of the Licensor’s notice to cure such breach. If the 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) I. the Licensed Rights shall immediately revert to Licensor and the Licensee shall immediately return all Materials and Subtitling Materials to Licensor or to the person designated by the Licensor or shall destroy the Materialsor, if requested by Licensor, shall destroy all Materials and Subtitling Materials, by providing the Licensor with a an appropriate certificate of destructiondestruction (this clause shall apply also in the event of expiration of the License Period; (ii) II. the Licensor shall retain any amounts paid by the Licensee as a penalty or as a partial indemnification for damages, in both cases without prejudice to any further damages; (iii) III. the Licensee shall pay the Licensor the Consideration License Fee as well as damages and any interest on arrears pursuant to Clause 4. Section 3 above. Waiver of the right to terminate this Agreement for any breach of this Agreement the same 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. Except as stated at Clause 7. Sections 14 and 17 above, this Agreement shall terminate automatically if Licensor should declare declares 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: the Licensee’s insolvency, bankrupt bankruptcy or has made any arrangement with creditors; (b) Licensee indefinitely discontinues ; the Licensee’s indefinite discontinuation of business with regard to audiovisual audio-visual exploitation; (c) Licensee fails ; the Licensee’s failure to pay the Consideration Advance, Licensor's Share or any part thereof at the agreed deadlines, the Payment Terms and Conditions being essential to this Agreement; (d) Licensee reproduces ; the Licensee's failure to send statements at the agreed deadlines during the Accounting Period and/or to comply to provisions of Section 3 of this Agreement for the issuing of statements; the Licensee’s reproduction of the Materials, Dubbing and Subtitling Materials in excess of normal transmission requirements; (e) ; the Licensee’s transportation of Dubbing and Subtitling Materials and all materials made by Licensee transports the Materials therefrom outside the Territory without the Licensor’s written consent. In the event of the Licensee’s breach of any other obligation pursuant to this Agreement, the Licensor may require the Licensee to cure such breach within 15 (fifteen) days of the date of receipt by the Licensee of the Licensor’s notice to cure such breach. If the 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) : the Licensed Rights shall immediately revert to Licensor and the Licensee shall immediately return all Materials and Subtitling Materials to Licensor or to the person designated by the Licensor or shall destroy the Materialsor, if requested by Licensor, shall destroy all Materials and Subtitling Materials, by providing the Licensor with a an appropriate certificate of destruction; destruction (ii) this clause shall apply also in the event of expiration of the License Period; the Licensor shall retain any amounts paid by the Licensee as a penalty or as a partial indemnification for damages; (iii) , in both cases without prejudice to any further damages; the Licensee shall pay the Licensor the Consideration License Fee as well as damages and any interest on arrears pursuant to Clause 4. Section 3 above. Waiver of the right to terminate this Agreement for any breach of this Agreement the same 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. Except as stated 12.1 CONNECTED INTELLIGENCE may terminate the Agreement immediately at Clause 7. above, this Agreement shall terminate automatically if Licensor should declare its intention of availing itself of this termination clause due any time by written notice to the occurrence Client: (i) if the Client has committed a material breach of one or more any of its obligations under the Agreement and has not remedied such breach (if the same is capable of remedy) within 14 days of receiving written notice of the following events: breach (aor such lesser period as would be required for the breach to be remedied in sufficient time prior to the Event); or (ii) Licensee the Client goes into liquidation whether compulsory or voluntary or is insolvent, bankrupt declared insolvent or has made any arrangement with creditors; (b) Licensee indefinitely discontinues business with regard to audiovisual exploitation; (c) Licensee fails to pay if an administrator or receiver is appointed over the Consideration whole or any part thereof of the Client’s assets or if the Client enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction. 12.2 Without prejudice to any other right or remedy it may have, in the event that CONNECTED INTELLIGENCE terminates the Agreement under the provisions of Conditions 3.2, 6.3 or 12.1 CONNECTED INTELLIGENCE shall not be required to refund any Fees received from the Client and CONNECTED INTELLIGENCE shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Fees which will become immediately due and payable. CONNECTED INTELLIGENCE shall not be liable to the Client for any loss or damage of any kind resulting from termination of the Agreement and shall have no further obligations under the Agreement or otherwise to the Client. 12.3 CONNECTED INTELLIGENCE may terminate the Agreement without liability immediately at any time by written notice to the agreed deadlines, Client if CONNECTED INTELLIGENCE determines in its absolute discretion that the Payment Terms and Conditions being essential provision of the Package to this Agreement; (d) Licensee reproduces the Materials Client is not in excess the best interests of normal transmission requirements; (e) Licensee transports the Materials outside the Territory without LicensorEvent or CONNECTED INTELLIGENCE’s written consentlegitimate commercial interests. In the event of Licensee’s breach of any other obligation that CONNECTED INTELLIGENCE terminates the Agreement pursuant to this Agreement, Licensor may require Licensee to cure such breach within 15 (fifteen) days Condition 12.3 any proportion of the date Fees already paid will be refunded and the Client will be released from paying any further proportion of receipt by Licensee the Fees. The Client acknowledges that the refund 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 Fees paid is its sole remedy in the event of termination due by CONNECTED INTELLIGENCE under this Condition 12.3 and all other liability of CONNECTED INTELLIGENCE is hereby expressly excluded. 12.4 Upon the giving of notice of termination, without prejudice to any other right or remedy it may have, CONNECTED INTELLIGENCE may cover over any Client sponsorship or advertising Materials, close any exhibition stand, terminate the provision of any utilities to any exhibition stand, prohibit access of the reasons mentioned above: (i) Licensee shall immediately return all Materials to Licensor Client or its Representatives to the person designated by Licensor or shall destroy Event and/or the MaterialsSpace, and, if requested by Licensornecessary, 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 remove and despatch the Consideration as well as damages exhibits and any interest on arrears pursuant to Clause 4. above. Waiver property of the right Client to terminate this Agreement for any breach of this Agreement the Client's address and at the Client's risk and expense and CONNECTED INTELLIGENCE shall not constitute waiver be free to re-licence the Space and/or resell the sponsorship elements of the right Package as it shall think fit. 12.5 Conditions 7.6 and 9 to damages deriving from such breach or 15 (inclusive) shall survive termination of the right to terminate this Agreement for any subsequent breachAgreement.

TERMINATION. Except (a) If Licensee fails or refuses to perform any of Licensee’s obligations hereunder (including, without limitation, any failure, even after written notification of Licensor to pay, on the part of Licensee to make timely payment of any monies due LICENSOR hereunder or under the Schedule(s), unless such failure is a direct result of action or inaction on LICENSOR’s part), or if Licensee fails to pay its debts as stated they become due, or if at Clause 7any time a voluntary petition in bankruptcy shall be filed by Licensee, or if at any time an involuntary petition in bankruptcy shall be filed against Licensee, or if Licensee shall take advantage of any insolvency law, or if a receiver or trustee of any of Licensee’s property shall be appointed at any time and such appointment shall not be vacated within thirty (30) days thereafter (which events are herein individually called a “termination event” and collectively called “termination events”), then, at the option of LICENSOR, exercisable upon notice given to Licensee (and without waiving any other right LICENSOR may have under this Agreement or under Slovakian law) all monies then due, or to become due (including interest as set forth in paragraph 2), to LICENSOR hereunder shall become immediately due and payable. aboveDuring the continuance of any such termination event, LICENSOR may, at its option, suspend delivery of any or all Program(s), and, whether or not LICENSOR shall have exercised such suspension right, terminate the license granted to Licensee with respect to the Program(s) to which the termination event applies or terminate this Agreement effective upon notice to Licensee; provided, however, that if all installments of the monies due hereunder are paid immediately after the exercise of the suspension right, then LICENSOR shall not thereafter terminate this Agreement (unless the termination event involved a breach other than non-payment) and such suspension shall end upon receipt of such payment. Regardless of the occurrence of any termination event, or failure by Licensee to make timely payment to LICENSOR hereunder, LICENSOR may, if it so elects, nevertheless deliver any Program to Licensee without waiving any of the rights granted to LICENSOR in this subparagraph B.4(a). Licensee hereby agrees that effective upon termination, all rights granted to Licensee hereunder with respect to the Program(s) to which the termination applies shall fully and automatically revert back to LICENSOR. No termination or suspension of this Agreement as provided in this subparagraph B.4 (a) shall affect LICENSOR’s right to payment of all monies due hereunder or pursuant to the Schedule(s). (b) If the rights acquired by LICENSOR for a Program are cancelled or voided for any reason, this Agreement shall automatically terminate automatically if Licensor should declare its intention with respect to such Program effective simultaneously therewith and the remaining number of availing itself of this termination clause due Telecasts for such Program shall be deemed to the occurrence of one or more be “Eliminated Telecasts” and LICENSOR will immediately reimburse Licenses a pro rata fee of the following events: (a) respective Licensee Fee for such Program with respect to such Eliminated Telecasts, unless a substitute Program is insolventoffered by LICENSOR, bankrupt or has made any arrangement with creditors; (b) which Licensee indefinitely discontinues business with regard to audiovisual exploitation; (c) Licensee fails to pay the Consideration or any part thereof explicitly accepts 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 breachits complete discretion.

TERMINATION. Except as stated (a) The Licensor may at Clause 7. above, this Agreement shall terminate automatically if any time (without prejudice to any other rights which the Licensor should declare its intention of availing itself of this termination clause due may then have against the Licensee) by giving notice in writing to the occurrence of one or more Licensee terminate the Agreement forthwith in any of the following events: : (ai) if the Licensee shall commit or permit to be committed any material breach or breaches of any of the terms, conditions or warranties, contained in the Standard Terms or in the Agreement; (ii) if by reason of any act or default of the Licensee the Licensor is insolvent, prevented from performing its obligations herein contained; (iii) if the Licensee or any Assignee as provided in Clause 16(a) shall be guilty of any conduct which in the opinion of the Licensor is prejudicial to the financial or pecuniary interests or the reputation or the goodwill of the Licensor; (iv) if the Licensee (being an individual) shall commit an act of bankruptcy and/or become bankrupt or has have a receiving order made against him or shall enter into an arrangement or composition with or for the benefit of his creditors or shall suffer an execution to be levied against his goods or property or (being a Company) shall be wound up whether compulsorily or voluntarily (save for the purpose of reconstruction) or shall suffer an execution to be levied against its goods or property or shall have a Receiver appointed over its assets or any arrangement of them or if notice of any liquidation proceedings shall be served upon it; (v) if the Licensee shall cease or threaten to cease to carry on business either in whole or in relation to that part of its business concerned with creditors;the exploitation of the rights; and (b) Licensee indefinitely discontinues business with regard to audiovisual exploitation; upon the occurrence of any one more of the events set forth in sub-clause (ca) Licensee fails to pay of this clause any and all installments of License Fee or License Fees or other sums due under the Consideration Agreement or any part thereof at the agreed deadlines, the Payment Standard Terms and Conditions being essential remaining unpaid shall immediately become due and payable to this Agreement; the Licensor regardless of the due date thereof and (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 prejudice to any other obligation pursuant right or remedy which may be available to this Agreement, the Licensor may require at law or in equity) without in any way releasing the Licensee to cure such breach within 15 (fifteen) days of from any obligations under 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 or Standard Terms and the Licensor shall terminate automatically. In have the event of termination due to any of the reasons mentioned above: right either: (i) to terminate the rights of the Licensee shall immediately return all Materials to Licensor or to under the person designated by Licensor or shall destroy the Materials, if requested by Licensor, providing Licensor with a certificate of destruction; Agreement or; (ii) Licensor shall retain any amounts paid by Licensee as a penalty or as partial indemnification for damages; (iii) Licensee shall pay Licensor to suspend the Consideration as well as damages and any interest on arrears pursuant to Clause 4. above. Waiver further delivery of the right to terminate this Agreement for any breach of this Agreement Program until such defaults have ceased and shall not constitute waiver of the right to damages deriving from such breach or of the right to terminate this Agreement for any subsequent breachhave been remedied.

TERMINATION. Except a) This Agreement may be terminated with immediate effect forthwith by written notice by the non- defaulting party, without prejudice to any other rights and remedies at law, if the defaulting party: i. is in material default and fails to cure such default within thirty (30) days after written notice thereof; or ii. becomes bankrupt, insolvent, dissolvent or liquidated, wound-up, ceases to carry on business, makes an assignment of its material assets for the benefit of creditors, initiates or is subject to reorganization proceedings, files for relief under any other debtor's relief legislation, or a receiver, receiver/manager, trustee, liquidator or custodian is appointed with respect to all or a substantial portion of such party's assets or makes an assignment or proposal for benefit of its creditors and such legal proceeding in connection with the exercise of creditors rights shall not be dismissed within 30 (thirty) days. b) In the event of termination as stated at Clause 7. above, the license granted hereunder shall immediately terminate. Consequently, all rights granted to Licensee hereunder shall immediately revert back to Licensor and Licensee shall immediately deliver to Licensor any and all materials relating to the Program(s). Nothing herein shall be construed to release the defaulting party from any obligation herein prior to the effective date of such termination, which may continue beyond such termination, or to relieve the defaulting party from any and all liabilities at law or in equity to the non-defaulting party for breach of this Agreement. Further, in the event that this Agreement shall terminate automatically if Licensor should declare its intention of availing itself of this termination clause is terminated due to the occurrence a material breach or default of one Licensor, Licensor shall refund or more credit to Licensee, at Licensee’s option and within thirty (30) calendar days of the following events:effective date of such termination, a prorated amount of the Total License Fee paid to Licensor, calculated as of the effective date of such termination and based upon the remaining amount of unexploited Licensed Number of Runs or of time remaining in the License Period in the case the remaining amount of Licensed Number of Runs is unlimited. (a) Licensee is insolvent, bankrupt or has made any arrangement with creditors; (b) Licensee indefinitely discontinues business with regard to audiovisual exploitation; (c) In the event that this Agreement is terminated pursuant to Licensee’s material breach or default, Licensee fails will not be relieved from any of its obligations to pay the Consideration Total License Fee or any part thereof at other monies due to Licensor hereunder. d) Notwithstanding the foregoing, it is mutually agreed deadlinesthat the Program(s) and the rights therein are special, unique, extraordinary and of an intellectual and creative character. Therefore such rights give them a particular value, the Payment Terms loss of which cannot be reasonably or adequately compensated in damages. Consequently, in the event of a breach of this Agreement by Licensee, Licensor shall be entitled to seek immediate interim relief (by way of injunction or otherwise), without prejudice to any of its other rights 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 consentremedies hereunder. 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 by Licensee, Licensee’s representatives or employees, Licensor may elect, without limitation to damages deriving from such breach any other rights or of the right remedies at law or in equity, to terminate this Agreement for and any subsequent breachother agreement with Licensee.