Licensor Defaults Clause Samples
The 'Licensor Defaults' clause defines the circumstances under which the licensor is considered to be in breach of the agreement. Typically, this clause outlines specific actions or failures—such as not delivering licensed materials, violating representations or warranties, or failing to provide support—that would constitute a default. It may also describe the process for notifying the licensor of the default and any opportunity to cure the breach. The core function of this clause is to clearly establish what constitutes a licensor's failure to perform, thereby protecting the licensee's interests and providing a basis for remedies or termination if the licensor does not fulfill their obligations.
Licensor Defaults. A. The breaches listed in (i) through (viii) below are deemed to be material breaches for which Licensor may be placed in default under this Agreement if (x) Licensee gives Licensor notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensee in its sole discretion or required by Applicable Law) and (y) Licensor fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 18.3.A. If Licensor fails to cure the breach and is placed in default, then Licensee may exercise the applicable remedy for the specific default as set forth below:
(i) If Licensor or its Affiliates fail to pay any amounts due under this Agreement to Licensee or any of its Affiliates when the same becomes due and payable, then Licensee may issue a notice of breach to Licensor with respect to such failure. Licensor shall have ten (10) business days following notice of breach to cure the failure to pay. If Licensor in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Licensor shall pay to Licensee the undisputed amount, if any, and Licensor shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be submitted to an arbitration panel for resolution pursuant to Section 22.4. Notwithstanding anything to the contrary in Section 22.4, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitration panel determines that any or all of the disputed amount is owed to Licensee or its Affiliates, then Licensor shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitration panel determines that none of the disputed amount is owed to Licensee or its Affiliates, then Licensor shall not be required to pay the disputed amount and the escrowed funds shall be released to Licensor. If Licensor fails to cure the payment breach, Licensee may issue a notice of default to Licensor and exercise any of the remedies under Section 18.3.B, and if the aggregate amount outstanding that Licensor has failed to pay at any time is in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator), Licensee may terminate this Agreement immediately upon notice to Licensor;
(ii) If Licensor or its Affiliates fail to pay any amount in ex...
Licensor Defaults. In the event Licensor shall default in the performance of any of the material obligations to be performed by Licensor hereunder, and if such default is not cured within sixty (60) days after Licensee gives written notice to Licensor of such default, then and in any such event, Licensee may, in addition to all other remedies available to Licensee at law or in equity as a result of such default, send to Licensor notice of termination of this Agreement, whereupon this Agreement shall terminate (except as expressly provided herein).
Licensor Defaults. Should Licensor default in observing any of the terms or conditions of this License, and such default continues for a period of five (5) business days after written notice of such default is given to Licensor with respect to monetary defaults, and for a period of twenty (20) days after written notice of such default is given to Licensor with respect to non-monetary defaults (or if such non-monetary default is of a nature that it cannot be completely remedied within twenty (20) days, failure by Licensor to commence to remedy such default within said twenty (20) days, and thereafter diligently prosecute to completion all steps necessary to remedy such default, provided in all events the same is completed within sixty (60) days), following such applicable cure period, Licensee may terminate this License five (5) business days following delivery of a second written notice to Licensor, whereupon Licensee shall surrender possession of the Licensed Premises in accordance with the terms of this License. Mention herein of any particular right or remedy shall not preclude Licensee from exercising any other right or remedy available at law or in equity. The provisions of this Section 20 shall survive the expiration or termination of this License.