Termination by Licensor Clause Samples

Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be unable to pay its debts when due, or shall make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distr...

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill ▇▇ equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. LICENSOR may terminate this Agreement at any time effective as of December 31, 2005 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or repeatedly provide inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products.

Termination by Licensor. In the event that Licensee fails to make timely payment of any amounts due to Licensor under this Agreement, including amounts due under Article 4 hereof, Licensor may terminate this Agreement upon thirty (30) days written notice to Licensee, unless Licensee pays all past-due amounts prior to the expiration of such thirty (30)-day notice period.

Termination by Licensor. In addition to its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee (i) makes an assignment for the benefit of creditors, (ii) becomes Insolvent, (iii) has a bankruptcy petition filed by or against it which petition is not vac...

Termination by Licensor. 12.1 If Licensee should: (a) fail to deliver to Licensor any statement or report required hereunder when due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (d) cease active Commercially Diligent Efforts to commercialize a Licensed Product(s); (e) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or (f) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within thirty (30) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate. 12.2 If Licensee shall cease to carry on its business with respect to the rights granted in this Agreement, this Agreement shall terminate upon thirty (30) days written notice by Licensor. 12.3 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any monetary obligation due or owing at the time of such termination and shall not impair any accrued right of Licensor. Licensee shall pay all attorneys’ fees and costs incurred by Licensor in enforcing any obligation of Licensee or accrued right of Licensor. Articles 1, 7, 9, 14, 20, 21, 22, 23, 25, 26, and Sections 2.4, 8.1, 12.3, 15.2, 15.3, 17.3, 27.5, and 27.7 hereof shall survive any termination of this Agreement.

Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) days after delivery of written notice from Licensor; or (b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within ninety (90) days after delivery of written notice from Licensor; (c) Licensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or (d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.

Termination by Licensor. Except as hereinafter provided, failure of Licensee to cure a default by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, which notice states such default, shall give Licensor good cause to terminate this Addendum. Termination shall be accomplished by mailing or delivering to Licensee written notice of termination, which notice shall state the grounds therefore and shall be effective (i) immediately in any case of voluntary abandonment of this Addendum by Licensee or conviction of Licensee of an offense -14- directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such notice of termination in all other cases; provided, however, that notwithstanding any other provision of this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or regulation. This Addendum shall terminate automatically without notice or any act by any party upon any termination or expiration of Licensee's "Dairy Queen" franchise agreement referred to in Paragraph 1.1.

Termination by Licensor. Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within 30 days after delivery of written notice from Licensor; or (b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within 60 days after delivery of written notice from Licensor; or (c) Licensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such breaches in the allowed period; or (d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action.