Common use of Licensee Default Clause in Contracts

Licensee Default. Licensee shall be in default of this Agreement if (a) Licensee fails to make timely and/or full payment of the License Fee with respect to any Program or the License Fee as provided in Article 4 to Licensor whether under this Agreement or any other agreement between Licensor and Licensee, or Licensee fails or refuses to perform any of its obligations hereunder or breaches any other provision hereof, or (b) Licensee goes into receivership or liquidation other than for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days thereafter), or Licensee commences an assignment for the benefit of creditors, or Licensee takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statute, or Licensee sells or liquidates a material part of Licensee’s assets, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensee Event of Default”). Subject to Article 9 and Section 15.4, (I) immediately upon the occurrence of a Licensee Event of Default under clause (a) that is not curable or a Licensee Event of Default under clause (b) or (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor to Licensee of a written notice of such failure or breach (“Event of Default Notice”), Licensor may, in addition to any and all other rights which it may have against Licensee under this Agreement, law or equity, terminate this Agreement immediately by giving written notice to Licensee (“Licensor Termination Notice”). In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving written notice to Licensee, without limitation of any and all other rights which Licensor may have against Licensee under law or equity, and without any further obligation to Licensee hereunder.

Licensee Default. Licensee shall be in default of this Agreement if (a) The occurrence of any of the following events, conditions or circumstances shall constitute a “Licensee Default” under this Agreement: (i) Licensee fails to make timely and/or full any payment when due hereunder and such payment is not made within fifteen (15) days after Callaway Golf sends Licensee written notice of the License Fee with respect to any Program or the License Fee such nonpayment as provided in Article 4 Section 11.2 below. (ii) Licensee fails to Licensor whether under achieve sales levels for the Licensed Products necessary to produce royalties exceeding [***]% of the Minimum Annual Royalties in any one (1) year. (iii) a Change in Control (as such term is defined in Section 2.8 of this Agreement) of Licensee to which Callaway Golf did not provide its prior written consent. (iv) a Force Majeure Event (as defined below) which prevents, hinders, or delays Licensee’s performance of this Agreement continues for one hundred twenty (120) successive days. (v) The commencement of any proceeding, voluntary or any other agreement between Licensor and Licenseeinvoluntary, in bankruptcy or Licensee fails or refuses to perform any of its obligations hereunder or breaches any other provision hereof, or (b) Licensee goes into receivership or liquidation other than for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be filed insolvency by or against Licensee (which petitionremains unstayed for, if filed against Licenseeor is not dismissed within, shall not have been dismissed within a period of thirty (30) days thereafter)days, including any proceeding under the U.S. bankruptcy laws, or Licensee commences in the event of the appointment, with or without Licensee’s consent, of a receiver or an assignment assignee for the benefit of creditors, or if Licensee takes advantage becomes otherwise bankrupt or insolvent (however evidenced) or is unable to pay its debts as they become due. (vi) Any material breach by Licensee of any applicable insolvencyof the other terms, bankruptcy covenants, agreements or reorganization or any other like or analogous statuteconditions contained herein (including, or Licensee sells or liquidates a material part of without limitation, Licensee’s assets, failure to provide the sales reports required by this Agreement or experiences the occurrence Licensee’s failure to provide a copy of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensee Event of Default”). Subject to Article 9 executed Subcontractor Agreement) and Section 15.4, (I) immediately upon the occurrence of a Licensee Event of Default under clause (a) that is not curable or a Licensee Event of Default under clause (b) or (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is curable within such breach continues for thirty (30) days after delivery by Licensor to Callaway Golf sends Licensee of a written notice of such failure or breach breach. (“Event vii) Upon the occurrence of Default Notice”)a Licensee Default, Licensor maythen Callaway Golf shall have the right, in addition to any and all other rights which it may have against Licensee under this Agreementgranted hereunder, law or equityby law, terminate this Agreement immediately by giving written notice equity or otherwise, to Licensee (“Licensor Termination Notice”). In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving to Licensee written notice to Licensee, without limitation of termination. The termination date shall be stated within such notice and shall be no less than the expiration of any applicable cure period referred to above. Upon the termination of this Agreement, all rights and all other rights licenses granted to Licensee hereunder shall cease, except as otherwise specifically set forth herein, but without prejudice to any claims which Licensor Callaway Golf may have against Licensee for any Licensee Default. (b) Without limiting any other right of Callaway Golf under this Agreement, the parties hereto expressly agree that if Licensee (or its suppliers or subcontractors) uses any Licensed Trademark in breach of any term of this Agreement, it will cause irreparable harm to Callaway Golf and that Callaway Golf’s remedies at law or equityin the event of such breach would be inadequate, and without accordingly in the event of any further obligation to Licensee hereundersuch breach, a restraining order or injunction or both may be issued against such party.

Licensee Default. Each of the following events will, unless otherwise expressly agreed by the Licensor in writing, constitute a "Licensee shall Default" under this Agreement: 20.1.1 Any failure by the Licensee to pay the amounts required to be in default paid by it pursuant to Article IV or V within fifteen (15) days after receipt of written notice of failure to pay any such amount when due from the Licensor. 20.1.2 The Licensee materially breaches or fails to comply with any material provision of this Agreement if (a) Licensee fails applicable to make timely and/or full payment of the License Fee with respect to any Program or the License Fee as provided in Article 4 to Licensor whether under this Agreement or any other agreement between Licensor and Licensee, or Licensee fails or refuses to perform any of its obligations hereunder or breaches any other provision hereof, or (b) Licensee goes into receivership or liquidation other than the obligation to pay the amounts required to be paid by it pursuant to Article IV or V, and such breach or noncompliance continues for purposes a period of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days thereafter)after written notice thereof by the Licensor to the Licensee; or, if such breach or noncompliance cannot reasonably be cured within such 30-day period, the Licensee does not commence to cure such breach or noncompliance within such 30-day period or, after commencing to cure such breach or noncompliance, does not thereafter pursue such cure in good faith to completion. 20.1.3 The Licensee files a petition in bankruptcy or insolvency, or Licensee commences an for reorganization or arrangement under any Applicable Laws related to bankruptcy or insolvency, or voluntarily takes advantage of any such Applicable Laws by answer or otherwise, or dissolves or makes a general assignment for the benefit of creditors, or involuntary proceedings under any such Applicable Laws or for the dissolution of the Licensee takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statuteare instituted against the Licensee, or Licensee sells a receiver or liquidates a material part of Licensee’s assets, trustee is appointed for the Arena or experiences the occurrence of any event analogous to the foregoing (each for all or substantially all of the above acts is hereinafter referred to as a “Licensee Event of Default”). Subject to Article 9 property, and Section 15.4, such involuntary proceedings are not dismissed or such receivership or trusteeship vacated within ninety (I) immediately upon the occurrence of a Licensee Event of Default under clause (a) that is not curable or a Licensee Event of Default under clause (b) or (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is curable within thirty (3090) days after delivery by Licensor to Licensee of a written notice of such failure institution or breach (“Event of Default Notice”), Licensor may, in addition to any and all other rights which it may have against Licensee under this Agreement, law or equity, terminate this Agreement immediately by giving written notice to Licensee (“Licensor Termination Notice”). In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving written notice to Licensee, without limitation of any and all other rights which Licensor may have against Licensee under law or equity, and without any further obligation to Licensee hereunderappointment.

Licensee Default. Licensee shall be in default of this Agreement if (a) Licensee fails to make timely and/or full payment of the License Fee with respect to any Program or the License Fee as provided in Article 4 to Licensor whether under this Agreement or any other agreement between Licensor and LicenseeLicensor, or Licensee fails or refuses to perform any of its material obligations hereunder or breaches any other material provision hereof, or (b) Licensee goes into receivership or liquidation other than for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days thereafter), or Licensee commences executes an assignment for the benefit of creditors, or Licensee takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statute, or Licensee sells or liquidates a material part of Licensee’s assets, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a ““ Licensee Event of Default”). Subject to Article 9 and Section 15.414.4, (I) immediately upon the occurrence of a Licensee Event of Default under clause (a) that is not curable or a Licensee Event of Default under clause (b) or (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor to Licensee of a written notice of such failure or breach (“Event of Default Notice”), Licensor may, in addition to any and all other rights which it may have against Licensee under this Agreement, law or equity, terminate this Agreement immediately by giving written notice to Licensee (“Licensor Termination Notice”)) and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the license fees described in this Agreement regardless of any early termination of this Agreement. In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving written notice to Licensee, without limitation of any and all other rights which Licensor may have against Licensee under law or equity, and without any further obligation to Licensee hereunder.

Licensee Default. Licensee shall be in default of this Agreement if (a) The occurrence of any of the following events, conditions or circumstances shall constitute a “Licensee Default” under this Agreement: (i) Licensee fails to make timely and/or full any payment when due hereunder and such payment is not made within fifteen (15) days after Callaway Golf sends Licensee written notice of the License Fee with respect to any Program or the License Fee such nonpayment as provided in Article 4 Section 11.2 below. (ii) Licensee fails to Licensor whether under achieve sales levels for the Licensed Products necessary to produce royalties exceeding [***]% of the Minimum Annual Royalties in any one (1) year. (iii) a Change in Control (as such term is defined in Section 2.8 of this Agreement) of Licensee to which Callaway Golf did not provide its prior written consent. (iv) a Force Majeure Event (as defined below) which prevents, hinders, or delays Licensee’s performance of this Agreement continues for one hundred twenty (120) successive days. (v) The commencement of any proceeding, voluntary or any other agreement between Licensor and Licenseeinvoluntary, in bankruptcy or Licensee fails or refuses to perform any of its obligations hereunder or breaches any other provision hereof, or (b) Licensee goes into receivership or liquidation other than for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or a petition under any bankruptcy act shall be filed insolvency by or against Licensee (which petitionremains unstayed for, if filed against Licenseeor is not dismissed within, shall not have been dismissed within a period of thirty (30) days thereafter)days, including any proceeding under the U.S. bankruptcy laws, or Licensee commences in the event of the appointment, with or without Licensee’s consent, of a receiver or an assignment assignee for the benefit of creditors, or if Licensee takes advantage becomes otherwise bankrupt or insolvent (however evidenced) or is unable to pay its debts as they become due. *** CONFIDENTIAL TREATMENT REQUESTED *** (vi) Any material breach by Licensee of any applicable insolvencyof the other terms, bankruptcy covenants, agreements or reorganization or any other like or analogous statuteconditions contained herein (including, or Licensee sells or liquidates a material part of without limitation, Licensee’s assets, failure to provide the sales reports required by this Agreement or experiences the occurrence Licensee’s failure to provide a copy of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensee Event of Default”). Subject to Article 9 executed Subcontractor Agreement) and Section 15.4, (I) immediately upon the occurrence of a Licensee Event of Default under clause (a) that is not curable or a Licensee Event of Default under clause (b) or (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is curable within such breach continues for thirty (30) days after delivery by Licensor to Callaway Golf sends Licensee of a written notice of such failure or breach breach. (“Event vii) Upon the occurrence of Default Notice”)a Licensee Default, Licensor maythen Callaway Golf shall have the right, in addition to any and all other rights which it may have against Licensee under this Agreementgranted hereunder, law or equityby law, terminate this Agreement immediately by giving written notice equity or otherwise, to Licensee (“Licensor Termination Notice”). In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving to Licensee written notice to Licensee, without limitation of termination. The termination date shall be stated within such notice and shall be no less than the expiration of any applicable cure period referred to above. Upon the termination of this Agreement, all rights and all other rights licenses granted to Licensee hereunder shall cease, except as otherwise specifically set forth herein, but without prejudice to any claims which Licensor Callaway Golf may have against Licensee for any Licensee Default. (b) Without limiting any other right of Callaway Golf under this Agreement, the parties hereto expressly agree that if Licensee (or its suppliers or subcontractors) uses any Licensed Trademark in breach of any term of this Agreement, it will cause irreparable harm to Callaway Golf and that Callaway Golf’s remedies at law or equityin the event of such breach would be inadequate, and without accordingly in the event of any further obligation to Licensee hereundersuch breach, a restraining order or injunction or both may be issued against such party.