Common use of Termination and Breach Clause in Contracts

Termination and Breach. This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.

Appears in 2 contracts

Sources: Trademark License Agreement (Getty Petroleum Marketing Inc), Trademark License Agreement (Getty Petroleum Marketing Inc)

Termination and Breach. This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to Either party may terminate this License Agreement either a) without cause upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty one hundred eighty (60180) days of the written notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach of the terms and conditions of this Agreement by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Markseither Party hereunder, the arbitrator non-breaching Party may elect to terminate this Agreement by providing the defaulting Party with a written notice of such default, and allowing the breaching Party a period of thirty (30) days from and after the date of such notice to cure the breach complained of to the satisfaction of the non-breaching Party. In the event said breach is not cured within the thirty (30) day period, this Agreement shall be authorized terminated (for-cause) as of the last day of the period. a. In the event CITY elects to issue any order awarding any relief deemed appropriateterminate this Agreement without cause, includingCITY shall pay those demobilization and closeout costs shown by Contractor to the CITY with reasonable certainty within thirty (30) days of termination. In the event CITY terminates this Agreement for Contractor’s uncured breach, without limitationContractor agrees to furnish services under this Agreement until such time as another Soft Recyclables collection and disposal contractor can be selected by CITY, injunctive reliefin CITY’s sole discretion, and further providing that in CITY shall not be required to pay any of Contractor’s demobilization and closeout costs. b. In the event MARKETING fails Contractor elects to comply with terminate this Agreement without cause, Contractor shall continue to provide service for the relief ordered within a specified full period of timethe one hundred eighty (180) days’ notice, while cooperating fully with CITY in transition to a new entity to perform recycling of Soft Recyclables. In the license event Contractor terminates this Agreement because of CITY’s uncured breach, CITY shall be terminatedpay those demobilization and closeout costs shown by Contractor to the CITY with reasonable certainty within thirty (30) days of termination.

Appears in 2 contracts

Sources: Collection Agreement, Collection Agreement

Termination and Breach. (a) Where the Housing Provider commits a breach of any Section under this Agreement, or where the funding under this Agreement is used for a purpose other than permitted under this Agreement, and the Housing Provider fails to take remedial action as requested by CMHC within thirty (30) days of having received written notice thereof, then CMHC may, at its option (i) suspend funding under this Agreement until the requested remedial action is taken; (ii) discontinue the Rental Assistance payments with respect to the particular Assisted Housing Units involved in the default; or, (iii) terminate this Agreement upon further thirty (30) days’ written notice (b) CMHC, may at its option, terminate immediately in the case of fraud, gross negligence, misappropriation of funds or gross misconduct on the part of the Housing Provider. (c) The Housing Provider may terminate this Agreement prior to the end of the Term by providing sixty (60) days’ written notice thereof. (d) Should the Housing Provider cease to meet the eligibility criteria established under Schedule “A” of this Agreement, or dispose of, other than as described in Section 10, or discontinue the provision of all of its Assisted Housing Units, CMHC may terminate this Agreement upon thirty (30) days’ written notice. (e) The failure of the Housing Provider to adequately manage or maintain any of the Assisted Housing Units or the Project in which they are located, as required under Section 16, shall constitute a breach of this Agreement. (f) The insolvency or bankruptcy of the Housing Providers or the appointment of a receiver to manage any of the assets of the Housing Provider shall constitute a breach of this Agreement. (g) It is understood that a Total Loss which renders one or more Assisted Housing Units uninhabitable shall not constitute grounds for the termination under this Agreement, provided that the Housing Provider proceeds diligently to repair, restore and make the damaged unit/units habitable. This License is provided, however, that the funding under this Agreement shall cease with respect to such unit or units until they can again be terminated: a) occupied. The Parties hereto agree that in the event of any affirmative act a Total Loss of insolvency all housing units in the Project, then this Agreement shall terminate once such Total Loss is established by MARKETING; or bCMHC. (h) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event that an Assisted Household is in breach of any other breach or threatened breach requirement under this Agreement, including any false submission and/or omission of information, CMHC’s obligations to provide funding under this Agreement to the Assisted Household shall be void. (i) If the Housing Provider eligible under this Agreement has not received funding of Rental Assistance for a period exceeding twenty-four (24) months due to the real assistance need being confirmed as nil pursuant to Schedule “D” of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within CMHC may terminate this Agreement providing sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. days’ written notice thereof. (j) In the event that the arbitrator determines that Housing Provider is a material breach has occurredleaseholder of an emphyteutic lease (ground lease) which is being either (i) terminated or (ii) not being renewed at the end of its Term, then this Agreement will immediately be terminated on the same day as the termination of such emphyteutic lease (ground lease) and any funding under this Agreement not allocated by the Housing Provider at such date shall be returned to CMHC within thirty (30) business days of such termination. (k) In compliance with CMHC’s authorities, the arbitrator shall use of the Rental Assistance or Transitional Funding as security to secure other funding is not be authorized to terminate permitted under this License Agreement Agreement. (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marksl) but shall be authorized to issue Notwithstanding any other order terms or award any other relief deemed appropriatecondition of this Agreement to the contrary, includingSection 9 (Books, without limitationAccounts, injunctive relief. In Audit and Reporting Requirements), Section 14 (Confidentiality), Section 15 (Relationship of the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed MarksParties), the arbitrator shall be authorized to issue any order awarding any relief deemed appropriateSection 17 (No Waiver), including, without limitation, injunctive reliefSection 18 (Severability), and further providing that in the event MARKETING fails Section 21 (Entire Agreement) of this Agreement, and all other provisions of this Agreement necessary to comply with the relief ordered within a specified period give effect thereto, shall survive any expiry or termination of time, the license shall be terminatedthis Agreement.

Appears in 2 contracts

Sources: Federal Community Housing Initiative Phase Ii Agreement, Federal Community Housing Initiative Phase Ii Agreement

Termination and Breach. This License Agreement shall be terminated: terminated upon (a) in the event voluntary filing by MARKETING of any affirmative act a bankruptcy petition or an involuntary bankruptcy proceeding having been commenced and not stayed or terminated within 120 days of insolvency by MARKETING; such commencement or (b) upon the appointment of any receiver or trustee to take possession termination of the properties of MARKETINGMaster Lease in accordance with its terms. REALTY TM shall have the right to terminate this License Agreement either upon (a) upon a material default Material Monetary Default or (b) the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING under within one year of such determination or within thirty (30) days of such determination if the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING breach giving rise to such Material Non-Monetary Default constitutes commingling as described in Section 1 of Schedule B attached hereto. TM’s only remedy with respect to its obligations under the Reorganization breaches by MARKETING other than Material Monetary Defaults and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified thereinMaterial Non-Monetary Defaults shall be to seek damages or injunctive relief. In the event of any other breach or threatened breach of this License AgreementAgreement or a claimed Material Non-Monetary Default, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach or claimed Material Non-Monetary Default is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 Paragraph 15 below, which may include a determination whether a material breach or Material Non-Monetary Default, as the case may be, has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.

Appears in 2 contracts

Sources: Trademark License Agreement (Getty Realty Corp /Md/), Trademark License Agreement (Getty Realty Corp /Md/)

Termination and Breach. This License Agreement shall be terminated: terminated upon (a) in the event voluntary filing by MARKETING of any affirmative act a bankruptcy petition or an involuntary bankruptcy proceeding having been commenced and not stayed or terminated within 120 days of insolvency by MARKETING; such commencement or (b) upon the appointment of any receiver or trustee to take possession termination of the properties of MARKETINGMaster Lease in accordance with its terms. REALTY shall have the right to terminate this License Agreement either a) upon the determination that a material default Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING under within one year of such determination or within thirty (30) days of such determination if the Master Lease which breach giving rise to such Material Non-Monetary Default is not cured within the cure periods specified therein; or b) upon a material default by MARKETING commingling of Branded Gasoline as described in Section 1 of Schedule B attached hereto. REALTY’s only remedy with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified thereinbreaches by MARKETING other than Material Non-Monetary Defaults shall be to seek damages or injunctive relief. In the event of any other breach or threatened breach of this License AgreementAgreement or a claimed Material Non-Monetary Default, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach or claimed Material Non-Monetary Default is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 Paragraph 15 below, which may include a determination whether a material breach or Material Non-Monetary Default, as the case may be, has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.

Appears in 2 contracts

Sources: Trademark License Agreement (Getty Realty Corp /Md/), Trademark License Agreement (Getty Realty Corp /Md/)

Termination and Breach. This License 12.01 The parties agree that each of the following events shall constitute a breach of this Agreement shall be terminated: by the Purchaser: (a) if the Purchaser fails to deliver the Promissory Note in favour of the Vendor as required under this Agreement in accordance with the provisions of this Agreement; (b) if the Purchaser materially fails, neglects or refuses to complete the sale in accordance with the provisions of the Agreement; or (c) if the Purchaser materially fails, neglects or refuses to perform or comply with any of its undertakings and covenants on its part herein to be performed. 12.02 Upon the occurrence of any of the events set out in Clause 12.01, and provided that such event occurred prior to Completion and registration of the Transfers to the Purchaser, the Vendor may give to the Purchaser written notice of the breach of this Agreement and in the event of any affirmative act of insolvency by MARKETING; or b) upon that the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time Purchaser fails to remedy the matter. If such breach is not cured within sixty twenty one (6021) days from the date of the notice, the matter may Vendor shall be submitted at liberty at any time thereafter to arbitration either seek the specific performance of this Agreement or give notice to the Purchaser to terminate the Agreement and the provisions of Clause 12.03 shall apply, provided there is no default or blameworthy conduct on the part of the Vendor or the Solicitors, when acting for and on behalf of the Vendors, whether directly or indirectly. 12.03 If a notice terminating this Agreement is duly given under Clause 12.02: (a) the Vendor shall, if the Promissory Note has been delivered to the Vendor, surrender or cause the Promissory Note issued by the Purchaser to be surrendered together with a written confirmation that the Vendor had not, prior to the surrender of the Promissory Note, sold, transferred, factored or otherwise dealt with its interest under the Promissory Note; (b) the Purchaser shall return the Transfer Documents received by it to the Vendor and withdraw the Purchaser’s Caveat lodged against the Property and re-deliver to the Vendor possession of the Property, if such possession had been delivered to the Purchaser; and (c) the Vendor shall be entitled to pursue any other rights or remedies available to it hereunder or at law, arising from such breach by the Purchaser, and thereafter the Vendor shall be at liberty to resell or deal with the Property as the Vendor deems fit and at the Vendor’s absolute discretion. 12.04 The parties agree that each of the following events shall constitute a breach of this Agreement by the Vendor: (a) if the Vendor fails, neglects or refuses to complete the sale in accordance with paragraph 16 belowthe provisions of this Agreement; or (b) if the Vendor materially fails, which may include a determination whether a material breach has neglects or refuses to perform or comply with any of its agreements, undertakings and covenants on its part herein to be performed. 12.05 Upon the occurrence of any of the events set out in Clause 12.04, and provided that such event occurred and/or been cured. In prior to Completion and registration of the event Transfers to the arbitrator determines that a material breach has occurredPurchaser, the arbitrator shall not be authorized Purchaser may give to terminate this License Agreement (except in the case Vendor a written notice of a material the breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING that the Vendor fails to comply with remedy the relief ordered breach within a specified period twenty one (21) days from the date of timethe notice, the license Purchaser shall be terminatedat liberty at any time thereafter to either seek the specific performance of this Agreement or give notice to the Vendor to terminate the Agreement and the provisions of Clause 12.06 shall apply. 12.06 If a notice terminating this Agreement is duly given under Clause 12.05: (a) the Vendor shall, if the Promissory Note has been delivered to the Vendor, surrender or cause the Promissory Note issued by the Purchaser to be surrendered to the Purchaser together with a written confirmation that the Vendor had not, prior to the surrender of the Promissory Note, sold, transferred, factored or otherwise dealt with its interest under the Promissory Note; (b) the Purchaser shall return the Transfer Documents received by them to the Vendor withdraw the Purchaser’s Caveat lodged against the Property and re-deliver to the Vendor possession of the Property, if such possession had been delivered to the Purchaser; and (c) the Purchaser shall be entitled to pursue any other rights or remedies available to it hereunder or at law, arising from such breach by the Vendor.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Spansion Inc.)

Termination and Breach. This License 10.1 Termination of this Agreement shall be terminated: a) occur only upon the expiration of the Term, or upon a material breach of this Agreement by either Party that is not cured within 60 days (30 days in the event case of a failure to make a required payment hereunder) following receipt of written notice of such breach to the breaching Party from the non-breaching Party, provided, however, that if any affirmative act such breach (other than a failure to make any required payment hereunder) cannot by the exercise of insolvency by MARKETING; or b) upon due diligence be cured within such 60-day period, the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY non-breaching Party shall not have the right to terminate this License Agreement either a) upon a material default by MARKETING under so long as the Master Lease which is not cured breaching Party, within such 60-day period, has commenced and continues to diligently proceed with the cure periods specified therein; of such breach so as to effect such cure as soon as possible but in no event later than 90 days following receipt of the written notice of breach referred to in this Section 10.1. 10.2 Refusal by Virginia Power to purchase Net Electrical Output from Operator's Facility in accordance with Sections 6.6 or b) upon 6.7 of this Agreement shall not be a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement. 10.3 If this Agreement is terminated for any reason other than breach by Virginia Power prior to the end of the Term, notice Operator shall, in addition to any amounts then due and owing hereunder and any other liabilities, be liable to Virginia Power for the total difference (including accrued Interest) between the payments for Capacity already made, if any, by Virginia Power to Operator and the payments for Capacity that should have been paid to Operator for short term Capacity furnished at the rate set forth in Schedule 19 or any successor schedule in effect at the time the contract is entered into. For the sole purpose of the calculation set forth in the immediately preceding sentence, the payments "already made" for Capacity by Virginia Power subsequent to the Effective Date shall be given deemed to equal the lesser of (i) $11 million per calendar year or (ii) the actual Capacity Payments made by Virginia Power to Operator during such calendar year pursuant to Section 5.5. Notwithstanding anything contained in this Agreement to the contrary but without limiting the foregoing provisions of this Section 10.3, neither Party shall be liable to the other for the other's cost of replacement power, loss of profits, or other consequential or incidental damages arising out of a termination or breach of this Agreement. 10.4 Either Party shall be excused from performance of this Agreement or from a delay in performance if and to the extent that it shall be prevented from performing or delayed by storm, flood, lightning, earthquake, explosion, unavoidable shortages of material or supplies, civil disturbance, labor dispute, act of God or the public enemy, action of a court, or any other cause beyond the reasonable control of such Party (hereinafter considered events of "Force Majeure"). If either Party asserts that a Force Majeure event affecting its performance has occurred, that Party must notify the other Party as soon as practicable by telephone and within 48 hours after telephone notification, in writing of the cause of the event and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days expected duration of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been curedForce Majeure. In the event the Facility is rendered unavailable for Dispatch due to a Force Majeure event declared by Operator, Virginia Power's obligation to make Capacity Payments shall cease during those hours. 10.5 Should Operator or any of its affiliates ever desire to dispose of its right, title, or interest in the Facility (hereinafter called "Transfer Interest") other than the sale and leaseback of the Facility to provide financing for the Facility, it shall offer the Transfer Interest to the steam buyer if the steam buyer has the right of first refusal, with the intent that the steam buyer shall continue to operate the Facility in accordance with the provisions of this Agreement pursuant to an assignment of this Agreement. If the steam user shall decline to purchase the Transfer Interest, or the steam buyer does not have a right of first refusal, Operator will offer to sell such interest to Virginia Power at its fair market value, not to exceed the net investment in the Facility, which shall be determined as the initial investment less any investment tax credits less accumulated depreciation calculated on a straight line basis over the design life of the Facility. If Virginia Power agrees to purchase the Transfer Interest and there is disagreement as to the fair market value of the Transfer Interest, then either Party shall be entitled to submit the dispute to a panel of three arbitrators. If the Parties are unable to agree as to the terms and conditions of such contract, then either Party would be entitled to submit the dispute to a panel of three arbitrators. Each of the Parties would pick one arbitrator determines and the two arbitrators would pick the third arbitrator. The decision of the arbitrators would be binding upon the Parties. The expenses of such arbitration, excluding attorneys' fees, shall be equally divided among the parties. The arbitration shall be held in Richmond, Virginia or such other place as the Parties may mutually agree. The arbitrators shall initiate the hearing as promptly and expeditiously as possible after their selections (and both Parties shall cooperate to this end) and shall conclude the hearings within thirty days of their commencement unless the arbitrators expressly find that a material breach has occurredadditional time is necessary for completion of the hearings for reasons in the best interest of the Parties. The award of the arbitrators shall be made no later than thirty days from the date of the closing of the hearings. Except as expressly modified by the foregoing provisions of this Section 10.5, the arbitrator Commercial Rules of the American Arbitration Association shall apply to any arbitration arising from this Section 10.5. Notwithstanding anything herein contained to the contrary, the provisions of this Section 10.5 shall only be binding on the Operator (Jame▇ ▇▇▇er Cogeneration Company) and its affiliates (it being understood and agreed that the foregoing paragraph shall not apply to any transfer by Operator to any affiliate of Operator so long as such affiliate agrees to be bound by the foregoing paragraph) and not on any successor or assign, and, without limiting the generality of the foregoing, the sale, lease or other transfer of the Facility by one or more lenders holding a lien on the Facility or by a lessor of the Facility, or by the Operator or an affiliate thereof upon request of such lender or lenders or lessor, or by a court pursuant to foreclosure or other proceedings, or by a trustee in bankruptcy or receiver of Operator or any affiliate thereof, shall not be authorized subject to the provisions of this Section 10.5 and upon any such sale, lease or transfer the provisions of this Section 10.5 shall terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall and be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, null and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedvoid.

Appears in 1 contract

Sources: Power Purchase and Operating Agreement (Cogentrix Energy Inc)

Termination and Breach. This License 19.1 Should the Contractor fail to perform and/or comply with any provision contained in this Agreement and/or conditions contained in any Work Order, then and in such event Interfront may terminate this Agreement and any Work Order/s issued subject to the provisions of clauses 19.2 and 19.3 below. 19.2 Interfront shall by written notice addressed to the Contractor notify it of the non- performance complained off, and the Contractor shall be terminated: aprovided with an opportunity to rectify the non-performance within 5 (five) business days from the date of the notice. 19.3 Failure by the Contractor to rectify the non-performance complained of within the 5 (five) business days as stated in clause 19.2 will lead to the termination of his Agreement and any Work Order issued to the relevant Contractor hereunder. Interfront shall have no liability to the Contractor with respect to such termination, other than for payment of the Contractor's charges for the Services actually and properly rendered prior to the effective date of such termination. 19.4 In the event of that the MSA is terminated or any affirmative act of insolvency by MARKETING; or b) upon Project concluded pursuant to the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have MSA is terminated, Interfront reserves the right to terminate this License Agreement either aor one or more Work Orders, in whole or in part, at any stage during the Term by giving the Contractor 1 (one) upon a material default by MARKETING under calendar month’s prior written notice. Interfront shall have no liability to the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING Contractor with respect to its obligations under such termination, other than for payment of the Reorganization Contractor's charges for the Services actually and Distribution Agreement between properly rendered prior to the parties effective date of even date which is not Rcured within such termination. 19.5 Notwithstanding the cure periods specified therein. In remaining provisions of this Agreement, Interfront shall also be entitled at any time to reduce the event scope of any Services or deliverables to be provided by the Contractor pursuant to a Work Order. 19.6 Notwithstanding any provisions contained in this Agreement, if: 19.6.1 the Contractor, for any reason whatsoever, fails or is unable to perform any of the Services as specified herein and/or the Annexures attached to this Agreement and/or a Works Order; or 19.6.2 the Contractor fails to observe the standard of care as specified in this Agreement; or 19.6.3 the Contractor fails to achieve deadlines within any time frames agreed on with Interfront; or 19.6.4 the Contractor becomes insolvent or compromises with its creditors; or 19.6.5 undergoes a change of control other breach or threatened breach than by reason of a transfer from one shareholder of the Contractor as of the Effective Date to another shareholder as of such date; or 19.6.6 the Contractor breaches in any other way the terms and conditions of this License Agreement, notice shall be given Agreement and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time fails to remedy the matter. If such that breach is not cured within sixty 14 (60fourteen) days of receipt of written notice from Interfront calling upon it to do so; or 19.6.7 if the noticeContractor is placed of the Register of Tender Defaulters or the List of Restricted Suppliers as maintained my National Treasury; or 19.6.8 there is a change in control of Interfront, the matter may be submitted to arbitration Interfront is restructured in accordance with paragraph 16 belowany manner, which includes voluntary liquidation, absorption by or transfer of assets and staff to SARS; then Interfront shall be entitled, without prejudice to any other rights that it may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurredhave in law, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but contract summarily and without notice and no further payments shall be authorized due or payable to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event Contractor in respect of a material breach by MARKETING which creates a substantial likelihood the balance of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedTerm.

Appears in 1 contract

Sources: Independent Contractor Agreement

Termination and Breach. This License Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be terminated: in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. (a) The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the event alleged default. Delay in giving such notice shall not constitute a waiver of any affirmative act default nor shall it change the time of insolvency by MARKETINGdefault; or provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein. (b) upon the appointment Failure or delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any receiver default or trustee to take possession of the properties of MARKETINGany rights or remedies associated with a default. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING Except with respect to its obligations under rights and remedies expressly declared to be exclusive in this Agreement, the Reorganization rights and Distribution Agreement between remedies of the parties are cumulative and the exercise by either party of even date which is one or more of such rights or remedies shall not Rcured within preclude the cure periods specified therein. exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. (c) In the event that a default of any other breach or threatened breach of this License Agreementeither party may remain uncured for more than thirty (30) calendar days following written notice, notice as provided above, a “breach” shall be given and the parties shall promptly consult in good faith deemed to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has have occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach, the party who is not in default shall be entitled (d) In the event of a breach by MARKETING which creates a substantial likelihood Participant, County shall receive any County funds not committed to the purchase of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing Units at that in the event MARKETING fails to comply with the relief ordered within a specified period of time, within thirty (30) days of termination of this Agreement. If County funds are committed at that time to the license shall purchase of Units, funds will be terminatedreturned to the County pursuant to Section 9(g).

Appears in 1 contract

Sources: Participation Agreement

Termination and Breach. This License 9.1 Either party may terminate this Agreement at any stage during the Contract Term by giving the other ____ [days/weeks/months] written notice of the termination of this Agreement. 9.2 Notwithstanding the provisions of clause 9.1 above, if the Subcontractor: 9.2.1 fails, for any reason whatsoever, to perform all the Services as specified in this Agreement; or 9.2.2 fails to observe the standard of care as specified in clause 7; or 9.2.3 fails to achieve deadlines within an time frames agreed to with LSA; or 9.2.4 becomes insolvent or compromises with its creditors or is placed under supervision; or 9.2.5 breaches in any other way the terms and conditions of this agreement, then LSA shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right entitled to terminate this License Agreement either a) contract summarily, upon a material default written notice to the Subcontractor, and no further payments shall be due or payable to the Subcontractor in respect of the balance of the Contract Term. 9.3 Should the Subcontractor act in breach of any of the provisions of this agreement, LSA shall be entitled, in its absolute discretion, to elect to: 9.3.1 claim damages from the Subcontractor arising out of the Subcontractor’s breach; or 9.3.2 demand immediate payment by MARKETING under the Master Lease Subcontractor of an amount equal to five times the total amount of consideration paid or payable to the Subcontractor by LSA during the Contract Term; Provided that such breach was not due to, or resultant from, circumstances that were beyond the control of the Subcontractor. 9.4 On termination of the Agreement, the Subcontractor shall be obliged to return all property belonging to LSA, which is property shall include, but not cured within the cure periods specified therein; be limited to, all trade secrets and confidential information and/or documentation or b) upon a material default by MARKETING with respect to any other related items. 9.5 Should LSA commit any breach of its obligations under in terms of this agreement, then the Reorganization and Distribution Agreement between Subcontractor shall be entitled to institute a claim for damages against LSA in respect of such breach, provided that the parties of even date which is Subcontractor shall not Rcured within the cure periods specified therein. In the event of be entitled to exercise any other breach or threatened right arising from any breach of this License Agreementagreement unless LSA has been afforded ten days after receipt of written notice calling upon it to remedy such alleged breach and, despite such notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period elapse of time to remedy the matter. If such breach is not cured within sixty (60) days of the noticeten days, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material alleged breach has occurred and/or not been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedremedied.

Appears in 1 contract

Sources: Consultant Subcontractor Agreement

Termination and Breach. Void agreement (a) Where the Housing Provider commits a breach of any Section under this Agreement, or where the funding under this Agreement is used for a purpose other than permitted under this Agreement, and the Housing Provider fails to take remedial action as requested by CMHC within thirty (30) days of having received written notice thereof, then CMHC may, at its option (i) suspend funding under this Agreement until the requested remedial action is taken; (ii) discontinue the Rental Assistance payments with respect to the particular Assisted Housing Units involved in the default; or, (iii) terminate this Agreement upon further thirty (30) days’ written notice (b) CMHC, may at its option, terminate immediately in the case of fraud, gross negligence, misappropriation of funds or gross misconduct on the part of the Housing Provider. (c) The Housing Provider may terminate this Agreement prior to the end of the Term by providing sixty (60) days’ written notice thereof. (d) Should the Housing Provider cease to meet the eligibility criteria established under Schedule “A” of this Agreement, or dispose of, other than as described in Section 10, or discontinue the provision of all of its Assisted Housing Units, CMHC may terminate this Agreement upon thirty (30) days’ written notice. (e) The failure of the Housing Provider to adequately manage or maintain any of the Assisted Housing Units or the Project in which they are located, as required under Section 16, shall constitute a breach of this Agreement. (f) The insolvency or bankruptcy of the Housing Providers or the appointment of a receiver to manage any of the assets of the Housing Provider shall constitute a breach of this Agreement. (g) It is understood that a Total Loss which renders one or more Assisted Housing Units uninhabitable shall not constitute grounds for the termination under this Agreement, provided that the Housing Provider proceeds diligently to repair, restore and make the damaged unit/units habitable. This License is provided, however, that the funding under this Agreement shall cease with respect to such unit or units until they can again be terminated: a) occupied. The Parties hereto agree that in the event of any affirmative act a Total Loss of insolvency all housing units in the Project, then this Agreement shall terminate once such Total Loss is established by MARKETING; or bCMHC. (h) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event that an Assisted Household is in breach of any other breach or threatened breach requirement under this Agreement, including any false submission and/or omission of information, CMHC’s obligations to provide funding under this Agreement to the Assisted Household shall be void. (i) If the Housing Provider eligible under this Agreement has not received funding of Rental Assistance for a period exceeding twenty-four (24) months due to the real assistance need being confirmed as nil pursuant to Schedule “D” of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within CMHC may terminate this Agreement providing sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. days’ written notice thereof. (j) In the event that the arbitrator determines that Housing Provider is a material breach has occurredleaseholder of an emphyteutic lease (ground lease) which is being either (i) terminated or (ii) not being renewed at the end of its Term, then this Agreement will immediately be terminated on the same day as the termination of such emphyteutic lease (ground lease) and any funding under this Agreement not allocated by the Housing Provider at such date shall be returned to CMHC within thirty (30) business days of such termination. (k) In compliance with CMHC’s authorities, the arbitrator shall use of the Rental Assistance or Transitional Funding as security to secure other funding is not be authorized to terminate permitted under this License Agreement Agreement. (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marksl) but shall be authorized to issue Notwithstanding any other order terms or award any other relief deemed appropriatecondition of this Agreement to the contrary, includingSection 9 (Books, without limitationAccounts, injunctive relief. In Audit and Reporting Requirements), Section 14 (Confidentiality), Section 15 (Relationship of the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed MarksParties), the arbitrator shall be authorized to issue any order awarding any relief deemed appropriateSection 17 (No Waiver), including, without limitation, injunctive reliefSection 18 (Severability), and further providing that in the event MARKETING fails Section 21 (Entire Agreement) of this Agreement, and all other provisions of this Agreement necessary to comply with the relief ordered within a specified period give effect thereto, shall survive any expiry or termination of time, the license shall be terminatedthis Agreement.

Appears in 1 contract

Sources: Federal Community Housing Initiative Phase Ii Agreement

Termination and Breach. This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured cured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.

Appears in 1 contract

Sources: Trademark License Agreement (Getty Petroleum Corp)

Termination and Breach. (a) Where the Housing Provider commits a breach of any Section under this Agreement, or where the funding under this Agreement is used for a purpose other than permitted under this Agreement, and the Housing Provider fails to take remedial action as requested by CMHC within thirty (30) days of having received written notice thereof, then CMHC may, at its option (i) suspend funding under this Agreement until the requested remedial action is taken; (ii) discontinue the Rental Assistance payments with respect to the particular Assisted Housing Units involved in the default; or, (iii) terminate this Agreement upon further thirty (30) days’ written notice (b) CMHC, may at its option, terminate immediately in the case of fraud, gross negligence, misappropriation of funds or gross misconduct on the part of the Housing Provider. (c) The Housing Provider may terminate this Agreement prior to the end of the Term by providing sixty (60) days’ written notice thereof. (d) Should the Housing Provider cease to meet the eligibility criteria established under Schedule “A” of this Agreement, or dispose of, other than as described in Section 10, or discontinue the provision of all of its Assisted Housing Units, CMHC may terminate this Agreement upon thirty (30) days’ written notice. Void Agreement (e) The failure of the Housing Provider to adequately manage or maintain any of the Assisted Housing Units or the Project in which they are located, as required under Section 16, shall constitute a breach of this Agreement. (f) The insolvency or bankruptcy of the Housing Providers or the appointment of a receiver to manage any of the assets of the Housing Provider shall constitute a breach of this Agreement. (g) It is understood that a Total Loss which renders one or more Assisted Housing Units uninhabitable shall not constitute grounds for the termination under this Agreement, provided that the Housing Provider proceeds diligently to repair, restore and make the damaged unit/units habitable. This License is provided, however, that the funding under this Agreement shall cease with respect to such unit or units until they can again be terminated: a) occupied. The Parties hereto agree that in the event of any affirmative act a Total Loss of insolvency all housing units in the Project, then this Agreement shall terminate once such Total Loss is established by MARKETING; or bCMHC. (h) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event that an Assisted Household is in breach of any other breach or threatened breach requirement under this Agreement, including any false submission and/or omission of information, CMHC’s obligations to provide funding under this Agreement to the Assisted Household shall be void. (i) If the Housing Provider eligible under this Agreement has not received funding of Rental Assistance for a period exceeding twenty-four (24) months due to the real assistance need being confirmed as nil pursuant to Schedule “D” of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within CMHC may terminate this Agreement providing sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. days’ written notice thereof. (j) In the event that the arbitrator determines that Housing Provider is a material breach has occurredleaseholder of an emphyteutic lease (ground lease) which is being either (i) terminated or (ii) not being renewed at the end of its Term, then this Agreement will immediately be terminated on the same day as the termination of such emphyteutic lease (ground lease) and any funding under this Agreement not allocated by the Housing Provider at such date shall be returned to CMHC within thirty (30) business days of such termination. (k) In compliance with CMHC’s authorities, the arbitrator shall use of the Rental Assistance or Transitional Funding as security to secure other funding is not be authorized to terminate permitted under this License Agreement Agreement. (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marksl) but shall be authorized to issue Notwithstanding any other order terms or award any other relief deemed appropriatecondition of this Agreement to the contrary, includingSection 9 (Books, without limitationAccounts, injunctive relief. In Audit and Reporting Requirements), Section 14 (Confidentiality), Section 15 (Relationship of the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed MarksParties), the arbitrator shall be authorized to issue any order awarding any relief deemed appropriateSection 17 (No Waiver), including, without limitation, injunctive reliefSection 18 (Severability), and further providing that in the event MARKETING fails Section 21 (Entire Agreement) of this Agreement, and all other provisions of this Agreement necessary to comply with the relief ordered within a specified period give effect thereto, shall survive any expiry or termination of time, the license shall be terminatedthis Agreement.

Appears in 1 contract

Sources: Federal Community Housing Initiative Phase Ii Agreement

Termination and Breach. This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to Either party may terminate this License Agreement either a) without cause upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty one hundred eighty (60180) days of the written notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach of the terms and conditions of this Agreement by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Markseither Party hereunder, the arbitrator non-breaching Party may elect to terminate this Agreement by providing the defaulting Party with a written notice of such default, and allowing the breaching Party a period of thirty (30) days from and after the date of such notice to cure the breach complained of to the satisfaction of the non-breaching Party. In the event said breach is not cured within the thirty (30) day period, this Agreement shall be authorized terminated (for-cause) as of the last day of the period. a. In the event VILLAGE elects to issue any order awarding any relief deemed appropriateterminate this Agreement without cause, includingVILLAGE shall pay those demobilization and closeout costs shown by Contractor to the VILLAGE with reasonable certainty within thirty (30) days of termination, without limitationat a cost not to exceed $14,000. In the event VILLAGE terminates this Agreement for Contractor’s uncured breach, injunctive reliefContractor agrees to furnish services under this Agreement until such time as another Soft Recyclables collection and disposal contractor can be selected by VILLAGE, in VILLAGE’S sole discretion, and further providing that in VILLAGE shall not be required to pay any of Contractor’s demobilization and closeout costs. b. In the event MARKETING fails Contractor elects to comply with terminate this Agreement without cause, Contractor shall continue to provide service for the relief ordered within a specified full period of timethe one hundred eighty (180) days’ notice, while cooperating fully with VILLAGE in transition to a new entity to perform recycling of Soft Recyclables. In the license event Contractor terminates this Agreement because of VILLAGE’S uncured breach, VILLAGE shall be terminatedpay those demobilization and closeout costs shown by Contractor to the VILLAGE with reasonable certainty within thirty (30) days of termination.

Appears in 1 contract

Sources: Collection Agreement

Termination and Breach. This License Agreement shall be terminated: a) in the event of 21.1 The Principal may at any affirmative act of insolvency by MARKETING; or b) upon the appointment of time for any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to reason and without cause terminate this License Agreement either a) upon a material default in whole or in part by MARKETING under giving the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect Supplier written notice of its intention to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. do so (Termination Notice). 21.2 In the event of termination pursuant to clause 21.1, the Principal will not be liable for any costs, losses or Consequential Loss suffered by the Supplier except for payment for Services properly performed and Goods properly supplied prior to the date of termination and for costs provided in clause 22. 21.3 If the Supplier breaches any of the terms or conditions of the Agreement (including any of the Supplier's warranties), the Principal may: (a) serve a notice of default (Notice of Default), such notice must: (i) identify itself as such a notice; (ii) state the breach that has been committed and either require the Supplier to remedy the breach within ten (10) days after service of the Notice of Default ( Remedy Period ) or state that the breach is incapable of remedy; (iii) state the action which may be taken under clause 21.4 in the event that the breach is not remedied within the Remedy Period or is incapable of remedy; or (b) at its option and without prejudice to any of its other rights cancel the Purchase Order in respect of any undelivered Goods and/or Services which have not been performed. 21.4 If the breach referred to in a Notice of Default is not remedied within the Remedy Period or threatened breach is incapable of this License Agreementremedy, then the Principal may by further notice shall be given and to the parties shall promptly consult in good faith Supplier d o one o r more of the following: (a) elect wholly or partly to suspend payment under the Agreement until such b reach has been remedied; (b) take such action as the Principal deems necessary to cure such breach, with breach (the party at fault cost of such action so taken by the Principal being given an adequate period of time recoverable from the Supplier as a debt due to remedy the matterPrincipal b y the Supplier); or (c) terminate the Agreement either in whole or in part from a specified date. 21.5 Clause 22.2 does not apply to cancellation under clause 21.3. If such breach The Supplier will not be entitled to any payment if the Purchase Order is not cured within sixty (60) days cancelled under clause 21.3 except for p ayment of the noticePrice in respect of the Goods which have been delivered and Services which have been performed. 21.6 Notwithstanding any other provision of this Agreement, the matter Principal may be submitted terminate this Agreement (a) ceases to arbitration carry on a business; (b) disposes of the whole or any part of its assets, operations or business other than in the o rdinary course of business; (c) ceases to pay its debts as and when they become due; or (d) goes into liquidation or receives a winding up order or is appointed a receiver, manager, trustee in bankruptcy or liquidator; or (e) breaches an Essential Term of the Agreement. 21.7 Upon termination of this Agreement, the Supplier must: (a) immediately cease supply of the Goods and/or Services (as applicable) in accordance with paragraph 16 belowwith, which may include a determination whether a material breach has occurred and/or been cured. In but only to the event the arbitrator determines that a material breach has occurredextent specified in, the arbitrator shall Termination Notice; and (b) not be authorized place any further orders nor enter into any further contracts or other binding arrangements in respect of the Goods, unless directed to terminate do so by the Principal; (c) immediately take all possible action to mitigate any Liabilities incurred by it as a result of such termination; (d) take any other action reasonably required by the Principal in relation to the termination. 21.8 Notwithstanding the terms of any Notice of Default, no action taken by the Principal under this License c ▇▇▇▇▇ 21 will prejudice the existence of any rights and remedies the Principal may have as a result of the relevant breach. 21.9 The Supplier will not have any Claim for damages, expenses or costs, including loss of anticipated profits, loss of use and Consequential Loss, on account of or arising o ut of the termination of the Agreement (except by the Principal pursuant to this clause 21 other than specified in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedAgreement.

Appears in 1 contract

Sources: Purchase Order and Service Order Terms and Conditions

Termination and Breach. This License Agreement shall be terminated: a) in the event of 21.1 The Principal may at any affirmative act of insolvency by MARKETING; or b) upon the appointment of time for any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to reason and without cause terminate this License Agreement either a) upon a material default in whole or in part by MARKETING under giving the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect Supplier written notice of its intention to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. do so (Termination Notice). 21.2 In the event of termination pursuant to clause 21.1, the Principal will not be liable for any costs, losses or Consequential Loss suffered by the Supplier except for payment for Services properly performed and Goods properly supplied prior to the date of termination and for costs provided in clause 22. 21.3 If the Supplier breaches any of the terms or conditions of the Agreement (including any of the Supplier's warranties), the Principal may: (a) serve a notice of default (Notice of Default), such notice must: (i) identify itself as such a notice; (ii) state the breach that has been committed and either require the Supplier to remedy the breach within ten (10) days after service of the Notice of Default (Remedy Period) or state that the breach is incapable of remedy; (iii) state the action which may be taken under clause 21.4 in the event that the breach is not remedied within the Remedy Period or is incapable of remedy; or (b) at its option and without prejudice to any of its other rights cancel the Purchase Order in respect of any undelivered Goods and/or Services which have not been performed. 21.4 If the breach referred to in a Notice of Default is not remedied within the Remedy Period or threatened is incapable of remedy, then the Principal may by further notice to the Supplier do one or more of the following: (a) elect wholly or partly to suspend payment under the Agreement until such breach of this License Agreement, notice shall be given and has been remedied; (b) take such action as the parties shall promptly consult in good faith Principal deems necessary to cure such breach, with breach (the party at fault cost of such action so taken by the Principal being given an adequate period of time recoverable from the Supplier as a debt due to remedy the matterPrincipal by the Supplier); or (c) terminate the Agreement either in whole or in part from a specified date. 21.5 Clause 22.2 does not apply to cancellation under clause 21.3. If such breach The Supplier will not be entitled to any payment if the Purchase Order is not cured within sixty (60) days cancelled under clause 21.3 except for payment of the noticePrice in respect of the Goods which have been delivered and Services which have been performed. 21.6 Notwithstanding any other provision of this Agreement, the matter Principal may be submitted terminate this Agreement with immediate effect by giving written notice to arbitration the Supplier if the Supplier: (a) ceases to carry on a business; (b) disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business; (c) ceases to pay its debts as and when they become due; or (d) goes into liquidation or receives a winding up order or is appointed a receiver, manager, trustee in bankruptcy or liquidator; or (e) breaches an Essential Term of the Agreement. 21.7 Upon termination of this Agreement, the Supplier must: (a) immediately cease supply of the Goods and/or Services (as applicable) in accordance with paragraph 16 belowwith, which may include a determination whether a material breach has occurred and/or been cured. In but only to the event the arbitrator determines that a material breach has occurredextent specified in, the arbitrator shall Termination Notice; and (b) not be authorized place any further orders nor enter into any further contracts or other binding arrangements in respect of the Goods, unless directed to terminate do so by the Principal; (c) immediately take all possible action to mitigate any Liabilities incurred by it as a result of such termination; (d) take any other action reasonably required by the Principal in relation to the termination. 21.8 Notwithstanding the terms of any Notice of Default, no action taken by the Principal under this License clause 21 will prejudice the existence of any rights and remedies the Principal may have as a result of the relevant breach. 21.9 The Supplier will not have any Claim for damages, expenses or costs, including loss of anticipated profits, loss of use and Consequential Loss, on account of or arising out of the termination of the Agreement (except by the Principal pursuant to this clause 21 other than specified in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedAgreement.

Appears in 1 contract

Sources: Purchase Order and Service Order Terms and Conditions

Termination and Breach. This License Agreement A. Licensee may extend the term of this agreement or license at the end of the original term and at the end of any subsequent term for up to three additional annual terms if licensee shall be terminated: a) have promptly and fully complied with all provisions of this agreement for the entire term thereof. All provisions of the agreement will remain the same during the extension period as in the original agreement unless otherwise modified in writing by the parties. This renewal will occur automatically unless licensor or licensee notifies the other party in writing prior to the expiration of the term being extended that they choose not to renew this agreement. B. If Licensee shall fail to make any payment when due, make an assignment for the benefit of creditors, or be placed in receivership or adjudicated a bankrupt, or take advantage of any bankruptcy or insolvency law or otherwise breach this agreement, Licensor may terminate this agreement by giving written notice to the Licensee, specifying the date of termination, such notice to be given not less than ten (10) days prior to the date specified in such notice for the date of termination. C. On any termination of this agreement, Licensee shall quit the above-described premises, and shall immediately remove all personal property belonging to Licensee from the above- described premises, except as to any property provided by Licensee in lieu of rent pursuant to Exhibit “B” or unless the parties agree otherwise. Licensee shall have no obligation to restore the property to pre-construction condition, except to make the property safe to the public. D. Unless specified otherwise herein Licensor may terminate this agreement for cause, including breach of the terms of this agreement, for non-payment, or for failing to complete the improvements set forth on Exhibit “B”, time being of the essence of this agreement, after thirty (30) days’ written notice to Licensee setting forth the basis of the default(s) and affording Licensee a reasonable opportunity to cure the default. Licensee may make reasonable adjustments to the conceptual design approved by Licensor without creating an event of any affirmative act default hereunder, such as engineering, placement of insolvency by MARKETING; facilities within the site and other changes necessary to accomplish the Licensee’s stated purpose with Licensor’s prior consent, which consent shall not unreasonably be withheld. Licensee shall not, however, change the purpose or b) upon the appointment of any receiver or trustee to take possession scope of the properties initial conceptual design without first obtaining Licensor’s prior written consent, which consent may be withheld in Licensor’s sole discretion. Upon expiration of MARKETING. REALTY the time fixed by this agreement and any extensions granted by Licensor, all rights of Licensee hereunder shall have terminate in the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization same manner and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period same force and effect, except as to Licensee's liability, as if the date fixed in the notice of time to remedy cancellation is the matter. If such breach is not cured within sixty (60) days end of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedterm.

Appears in 1 contract

Sources: License Agreement

Termination and Breach. This License Agreement In the event of either the Investor or the Entrepreneur (hereinafter referred to as “the defaulting party”) committing a breach of any of the provisions of this agreement, or any agreement flowing directly from this agreement, then the party which is not so in breach (hereinafter referred to as “the aggrieved party”) shall be terminated: aentitled to give the defaulting party written notice to remedy the breach within 7 (seven) days of receipt of such notice. If the defaulting party fails to rectify the breach, the aggrieved party shall be entitled to cancel this agreement or to claim specific performance, in either event without prejudice to the aggrieved party’s rights to claim damages. The aggrieved party shall exercise its election provided for in clause 12.2 within 14 (fourteen) days after the 7 (seven) day period in clause 12.1 has lapsed and notify the defaulting party of his decision to either cancel the agreement or to claim specific performance. If the aggrieved party elects to cancel the agreement between the parties it shall state the date of such cancelation in the notice provided for in clause 12.3. None of the notices provided for in this clause shall preclude the defaulting party from instituting a claim or claims for any damages suffered by virtue of the defaulting party’s breach and all rights to claim any further damages from the defaulting party remain reserved. The Investor may, without prejudice to its rights in terms of this agreement or at law, immediately terminate this agreement in the event of any affirmative that the Entrepreneur: takes steps to sequestrate himself, whether voluntary or compulsory, or under judicial management, in either case whether provisionally or finally; commits an act which would be an act of insolvency as defined in the Insolvency Act, 1936 if committed by MARKETINGa natural person; or bmakes any misrepresentation regarding the his qualifications and competency; misappropriates the Investment Amount; and is in breach of clause 18. The Investor may claim 2% (two percent) upon above prime rate per anum interest for any payments due to the appointment of any receiver or trustee to take possession of Investor by the properties of MARKETINGEntrepreneur. REALTY shall have The Investor reserves the right to terminate cancel this License Agreement either aagreement for any reason with 60 (sixty) upon a material default by MARKETING under days notice to the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified thereinEntrepreneur. In the event of any other breach that this agreement is cancelled or threatened breach of terminated by the Investor as provided for in this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the noticeagreement, the matter may be submitted investment amount is payable immediately by the Entrepreneur to arbitration in accordance with paragraph 16 belowthe Investor, which may include a determination whether a material breach has occurred and/or been cured. In into the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except account as provided for in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order termination or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedcancelation notice.

Appears in 1 contract

Sources: Investment Agreement

Termination and Breach. This License a. Equifax may terminate this Agreement shall for convenience upon hundred eighty (180) days prior written notice to Seisint of its intent to terminate. If Equifax terminates this Agreement pursuant to this Section 15(a), then Equifax will not be terminated: a) in the event entitled to reimbursement of any affirmative act of insolvency by MARKETING; or b) upon the appointment of Fees paid, but Equifax will not be required to pay any receiver or trustee additional Fees and Equifax shall promptly return to take possession Seisint all embodiments of the properties of MARKETING. REALTY Seisint DMS Core Technology, including the attendant documentation; provided however, that Equifax shall have not be required to return to Seisint the right Application Software, the Equipment or the licenses to the Commercial Software. b. Equifax may terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; and/or cease to be obligated to pay any Fees or b) upon a material default by MARKETING with respect to its obligations under the Reorganization other charges hereunder, if Seisint has materially breached this Agreement and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured by Seisint within sixty thirty (6030) days of the notice, the matter may be submitted Equifax providing written notice to arbitration in accordance with paragraph 16 below, which may include Seisint of such material breach. If Equifax terminates this Agreement and a determination whether a material breach has occurred and/or been cured. In the event the arbitrator court of law determines that a material breach Seisint has occurredmaterially breached this Agreement and failed to timely cure such breach, the arbitrator then Equifax shall not be authorized required to terminate this License Agreement (except in pay any additional Fees and shall retain the case of a material breach by MARKETING which creates a substantial likelihood of loss of license rights in granted hereunder, including the Licensed Marks) but Restricted License, and Equifax shall not be authorized required to issue any other order return to Seisint the Application Software, the Equipment or award any other relief deemed appropriate, including, without limitation, injunctive relief. the Commercial Software. c. In the event of the bankruptcy of Seisint pursuant to the Bankruptcy Act and any attendant rejection of this Agreement or any license or assignment granted hereunder pursuant to Section 365 of the Bankruptcy Act, the Parties intend that the provisions of the Bankruptcy Act shall apply and Equifax shall be entitled to retain possession of all Embodiments of Intellectual Property (as that term is defined in the Bankruptcy Act), including the attendant documentation, delivered to it by Seisint under this Agreement and to the extent permitted by law, retain the license rights granted hereunder, including the Restricted License, subject to the obligations to pay fees hereunder. d. Seisint may terminate this Agreement if Equifax has materially breached this Agreement and such breach is not cured by Equifax within thirty (30) days of Seisint providing written notice to Equifax of such material breach; provided however, Seisint shall be entitled to terminate this Agreement on two (2) business days written notice to Equifax and Equifax’s failure to cure if such material breach is a violation of the Restricted License or the Equifax Security Standards attendant to protection of the Seisint DMS Core Technology. If Seisint terminates this Agreement and a court of law determines that Equifax has materially breached this Agreement and failed to timely cure such breach, then Equifax shall not be entitled to reimbursement of any fees or costs paid to Seisint prior to such termination and Equifax shall be required to immediately return to Seisint any embodiments of the Seisint DMS Core Technology, including the attendant documentation; provided however, Equifax shall not be required to return to Seisint the Application Software, the Equipment or the Commercial Software. Equifax shall be responsible for the acts of its employees, former employees and third party contractors/service providers engaged by Equifax that constitute a material breach by MARKETING which creates a substantial likelihood of loss this Agreement. e. The following sections of rights in this Agreement shall survive the Licensed Marksexpiration or termination of this Agreement: Section 2(c), the arbitrator shall be authorized to issue any order awarding any relief deemed appropriateSection 3(c), includingSection 4, without limitationSection 6(b), injunctive reliefSection 7, Section 12(b), Section 13, Section 15, Section 16, Section 17, Section 18, Section 19, Section 20, Section 23 and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedSection 27.

Appears in 1 contract

Sources: Sale, Sublease, Assignment and License Agreement (Equifax Inc)

Termination and Breach. This License Agreement shall be terminated: a) in the event of 20.1 The Principal may at any affirmative act of insolvency by MARKETING; or b) upon the appointment of time for any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to reason and without cause terminate this License Agreement either a) upon a material default in whole or in part by MARKETING under giving the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect Supplier written notice of its intention to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. do so (Termination Notice). 20.2 In the event of termination pursuant to clause 20.1, the Principal will not be liable for any costs, losses or Consequential Loss suffered by the Supplier except for payment for Services properly performed and Goods properly supplied prior to the date of termination and for costs provided in clause 21. 20.3 If the Supplier breaches any of the terms or conditions of the Agreement (including any of the Supplier's warranties), the Principal may: (a) serve a notice of default (Notice of Default), such notice must: (i) identify itself as such a notice; (ii) state the breach that has been committed and either require the Supplier to remedy the breach within ten (10) days after service of the Notice of Default (Remedy Period) or state that the breach is incapable of remedy; (iii) state the action which may be taken under clause 20.4 in the event that the breach is not remedied within the Remedy Period or is incapable of remedy; or (b) at its option and without prejudice to any of its other rights cancel the Purchase Order in respect of any undelivered Goods or Services which have not been performed. 20.4 If the breach referred to in a Notice of Default is not remedied within the Remedy Period or threatened is incapable of remedy, then the Principal may by further notice to the Supplier do one or more of the following: (a) elect wholly or partly to suspend payment under the Agreement until such breach of this License Agreement, notice shall be given and has been remedied; (b) take such action as the parties shall promptly consult in good faith Principal deems necessary to cure such breach, with breach (the party at fault cost of such action so taken by the Principal being given an adequate period of time recoverable from the Supplier as a debt due to remedy the matterPrincipal by the Supplier); or (c) terminate the Agreement either in whole or in part from a specified date. 20.5 Clause 21.4 does not apply to cancellation under clause 20.3. If such breach The Supplier will not be entitled to any payment if the Purchase Order is not cured within sixty (60) days cancelled under this clause 20.3 except for payment of the noticePrice in respect of the Goods which have been delivered and Services which have been performed. 20.6 Notwithstanding any other provision of this Agreement, the matter Principal may be submitted terminate this Agreement with immediate effect by giving written notice to arbitration the Supplier if the Supplier: (a) ceases to carry on a business; (b) disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business; (c) ceases to pay its debts as and when they become due; or (d) goes into liquidation or receives a winding up order or is appointed a receiver, manager, trustee in bankruptcy or liquidator; or (e) breaches an Essential Term of the Agreement. 20.7 Upon termination of this Agreement, the Supplier must: (a) immediately cease supply of the Goods and/or Services (as applicable) in accordance with paragraph 16 belowwith, which may include a determination whether a material breach has occurred and/or been cured. In but only to the event the arbitrator determines that a material breach has occurredextent specified in, the arbitrator shall Termination Notice; and (b) not be authorized place any further orders nor enter into any further contracts or other binding arrangements in respect of the Goods, unless directed to terminate do so by the Principal; (c) immediately take all possible action to mitigate any Liabilities incurred by it as a result of such termination; (d) take any other action reasonably required by the Principal in relation to the termination. 20.8 Notwithstanding the terms of any Notice of Default, no action taken by the Principal under this License clause 20 will prejudice the existence of any rights and remedies the Principal may have as a result of the relevant breach. 20.9 The Supplier will not have any Claim for damages, expenses or costs, including loss of anticipated profits, loss of use and Consequential Loss, on account of or arising out of the termination of the Agreement (except by the Principal pursuant to this clause 20 other than specified in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedAgreement.

Appears in 1 contract

Sources: Purchase Order and Service Order Terms and Conditions

Termination and Breach. This License Agreement shall be terminated: (i) Vendor’s right to terminate (a) the Purchaser fails to pay the Purchase Consideration in accordance with the terms of the SPA. For the avoidance of doubt, in the event of any affirmative act of insolvency the Purchaser Consideration has been fully paid by MARKETING; or b) upon the appointment of any receiver or trustee Purchaser to take possession of the properties of MARKETING. REALTY Vendor and/or the Vendor’s solicitors, the Vendor shall not have the a right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified thereinSPA; or or (b) upon a material default by MARKETING prior to completion date, the Purchaser fails, neglects, or refuses to perform or comply with respect to any of its obligations under the Reorganization SPA and Distribution Agreement between fails neglects or refuses to rectify such breach within 30 days from the parties date of even the Vendor’s written notice requiring such breach to be remedied; or (c) prior to the Purchaser being registered as the owner of the Property, any of the representations or warranties of the Purchaser is found to be untrue or inaccurate or misleading and the Purchaser fails, neglects or refuses to rectify such breach within 14 days from the date which of the Vendor’s written notice requiring the Purchaser to remedy such breach. (ii) Purchaser’s right to terminate (a) prior to completion date, the Vendor fails, neglects or refuses to perform or comply with any of its obligations under the SPA and fails, neglects or refuses to rectify such breach within 30 days from the date of the Purchaser’s written notice requiring the Vendor to remedy such breach; or (b) prior to the Purchaser being registered as the owner of the Property, any of the representations or warranties of the Vendor is not Rcured found to be untrue or inaccurate or misleading and the Vendor fails, neglects or refuses to rectify such breach within 14 days from the cure periods specified thereindate of the Purchaser’s written notice requiring the Vendor to remedy such breach. In For the event avoidance of any other breach or threatened breach of this License Agreementdoubt, notice the Parties agree that neither party shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized entitled to terminate this License Agreement (except the SPA after completion date save for the circumstances as set out in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed MarksSection 2.5(i)(c) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminatedSection 2.5(ii)(b) above.

Appears in 1 contract

Sources: Acquisition Agreement