Common use of Qualified Event Clause in Contracts

Qualified Event. If (a) the License of a Member or its Affiliates is terminated for any reason whatsoever, (b) a Member or its Affiliates is not party to a License for a period exceeding six (6) consecutive months, (c) a Member materially breaches its obligations under this Agreement, which breach is not cured within a period of thirty (30) days following notice thereof from the Company or (d) a Member or any of its Affiliates seeks the dissolution of the Company (each a “Qualified Event”), the Member subject to such Qualified Event (the “Terminating Member”) shall provide the other Member (the “Receiving Member”) with written notice of such Qualified Event. Within thirty (30) days of (i) receipt by the Receiving Member of such written notice, (ii) receipt by the Terminating Member of a written notification made by the Receiving Member stating that a Qualified Event has taken place to which the Terminating Member has not objected within twenty (20) days or (iii) an enforceable arbitral decision confirming such Qualified Event, the Receiving Member shall have the right to buy the TIS Quota held by the Terminating Member for a price of $2’000’000 (two million US dollars) by delivering notice to the Terminating Member of its election to do so within thirty (30) days of such date. If such right is exercised, the Terminating Member shall within thirty (30) days of receipt of such written notice transfer the TIS Quota held by such Member in exchange for the payment by the other Member of $2’000’000 (two million US dollars). Such payment shall be made by wire transfer of immediately available funds to an account identified by the Terminating Member for such purpose. If the Receiving Member acquires the TIS Quota of the Terminating Member, the Terminating Member shall be entitled to continue using the rights relating to the Marks granted to such Terminating Member prior to the Qualified Event for a period following such Qualified Event of (a) six (6) months for the purposes of marketing materials and (b) twelve (12) months for taking off the Marks from all of its products and neither the Company nor the Receiving Member shall use the rights relating to the Marks exclusively granted to the Terminating Member prior to the Qualified Date until the date which is five (5) years following such Qualified Event without the consent of the Terminating Member.