Common use of Effect of Termination; Sell-off Rights Clause in Contracts

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher has no further right to exercise the rights licensed hereunder or within the XDK License and shall promptly cease all manufacturing of FPU through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher shall have a period of six (6) months following expiration of this Agreement, or termination for a reason other than Publisher’s breach, to sell-off its inventory of FPUs existing as of the date of termination or expiration, after which sell-off period Publisher shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator confirming the destruction of FPUs required hereunder. All of Publisher’s obligations under this Agreement shall continue to apply during such six-month sell-off period. If this Agreement is terminated due to Publisher’s breach, at Microsoft’s option, Microsoft may require Publisher to immediately destroy all FPUs not yet distributed to Publisher’s distributors, dealers and/or end users and shall require all those distributing the FPU over Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment term.

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher has no further right to exercise the rights licensed hereunder or within the XDK License and shall promptly cease all manufacturing of FPU through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher shall have a period of six (6) months following expiration of this Agreement, or termination for a reason other than Publisher’s breach, [*] to sell-off its inventory of FPUs existing as of the date of termination or expiration, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. after which sell-off period Publisher shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator confirming the destruction of FPUs required hereunder. All of Publisher’s obligations under this Agreement shall continue to apply during such six-month [*] sell-off period. If this Agreement is terminated due to Publisher’s breach, at Microsoft’s option, Microsoft may require Publisher to immediately destroy all FPUs not yet distributed to Publisher’s distributors, dealers and/or end users and shall require all those distributing the FPU over Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment termCommitmentterm.

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher EA has no further right to exercise the rights licensed hereunder or within the Durango XDK License and shall promptly cease all manufacturing of FPU FPUs through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher EA shall have a period of six (6) [***] months following expiration of this Agreement, or termination for a reason other than PublisherEA’s breach, to sell-off its inventory of (i) FPUs existing as of the date of termination or expiration; and (ii) if and only if this Agreement is terminated by EA for a material breach by Microsoft, FPUs manufactured under a bona fide purchase order accepted by an Authorized Replicator prior to the date of EA’s written notice to Microsoft of termination (with respect to the manufacturing of any Software Title that has been previously approved by Microsoft); after which sell-off period Publisher EA shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher EA shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator Replicator(s) confirming the destruction of FPUs required hereunder. All of PublisherEA’s obligations under this Agreement shall continue to apply during such six-month [***] sell-off period. If this Agreement is terminated due to Publisher’s EA's breach, at Microsoft’s option, Microsoft may require Publisher EA to immediately destroy all FPUs not yet distributed to PublisherEA’s distributors, dealers and/or end users and shall require all those distributing the FPU FPUs over Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment term.

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher has no further right to exercise the rights licensed hereunder or within the XDK License and shall promptly cease all manufacturing of FPU through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher shall have a period of six (6) months following expiration of this Agreement, or termination for a reason other than Publisher’s breach[***] , to sell-off its inventory of FPUs existing as of the date of termination or expiration, after which sell-off period Publisher shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator confirming the destruction of FPUs required hereunder. All of Publisher’s obligations under this Agreement shall continue to apply during such six-month [***] sell-off period. If this Agreement is terminated due to Publisher’s breach, at Microsoft’s option, Microsoft may require Publisher to immediately destroy all FPUs not yet distributed to Publisher’s distributors, dealers and/or end users and shall require all those distributing the FPU over which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment term.

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher EA has no further right to exercise the rights licensed hereunder or within the Durango XDK License and shall promptly cease all manufacturing of FPU FPUs through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher EA shall have a period of six (6) [***] months following expiration of this Agreement, or termination for a reason other than PublisherEA’s breach, to sell-off its inventory of (i) FPUs existing as of the date of termination or expiration; and (ii) if and only if this Agreement is terminated by EA for a material breach by Microsoft, FPUs manufactured under a bona fide purchase order accepted by an Authorized Replicator prior to the date of EA’s written notice to Microsoft of termination (with respect to the manufacturing of any Software Title that has been previously approved by Microsoft); after which sell-off period Publisher EA shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher EA shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator Replicator(s) confirming the destruction of FPUs required hereunder. All of PublisherEA’s obligations under this Agreement shall continue to apply during such six-month [***] sell-off period. If this Agreement is terminated due to Publisher’s EA's breach, at Microsoft’s option, Microsoft may require Publisher EA to immediately destroy all FPUs not yet distributed to PublisherEA’s distributors, dealers and/or end users and shall require all those distributing the FPU FPUs over Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment term.26.4

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher EA has no further right to exercise the rights licensed hereunder or within the Durango XDK License and shall promptly cease all manufacturing of FPU FPUs through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher EA shall have a period of six (6) [***] months following expiration of this Agreement, or termination for a reason other than PublisherEA’s breach, to sell-off its inventory of (i) FPUs existing as of the date of termination or expiration; and (ii) if and only if this Agreement is terminated by EA for a material breach by Microsoft, FPUs manufactured under a bona fide purchase order accepted by an Authorized Replicator prior to the date of EA’s written notice to Microsoft of termination (with respect to the manufacturing of any Software Title that has been previously approved by Microsoft); after which sell-sell- off period Publisher EA shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher EA shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator Replicator(s) confirming the destruction of FPUs required hereunder. All of PublisherEA’s obligations under this Agreement shall continue to apply during such six-month sell-off period. If this Agreement is terminated due to Publisher’s EA's breach, at Microsoft’s option, Microsoft may require Publisher EA to immediately destroy all FPUs not yet distributed to PublisherEA’s distributors, dealers and/or end users and shall require all those distributing the FPU FPUs over Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment term.

Effect of Termination; Sell-off Rights. Upon termination or expiration of this Agreement, Publisher has no further right to exercise the rights licensed hereunder or within the XDK License and shall promptly cease all manufacturing of FPU through its Authorized Replicators and, other than as provided below, cease use of the Licensed Trademarks. Publisher shall have a period of six (6) months following expiration of this Agreement, or termination for a reason other than Publisher’s breach[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2], to sell-off its inventory of FPUs existing as of the date of termination or expiration, after which sell-off period Publisher shall immediately return all FPUs to an Authorized Replicator for destruction. Publisher shall cause the Authorized Replicator to destroy all FPUs and issue to Microsoft written certification by an authorized representative of the Authorized Replicator confirming the destruction of FPUs required hereunder. All of Publisher’s 's obligations under this Agreement shall continue to apply during such six-month [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] sell-off period. If this Agreement is terminated due to Publisher’s 's breach, at Microsoft’s 's option, Microsoft may require Publisher to immediately destroy all FPUs not yet distributed to Publisher’s 's distributors, dealers and/or end users and shall require all those distributing the FPU over Microsoft Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. which it has control to cease distribution. Upon termination or expiration of this Agreement, Publisher shall continue to support existing Online Game Features for FPUs that have already been sold until the end of the Minimum Commitment term.