Common use of XIII Clause in Contracts

XIII. is different from, applicable law in effect as of the effective date of this Agreement, such reason may be deemed deleted, and such period or time shall be deemed ended, to conform with such applicable law: A. Franchisee fails to make any payment of money owed to Franchisor when due, or fails to submit to Franchisor when due any report required pursuant to this Agreement, and such default is not fully cured within fifteen (15) days after Franchisor gives notice of such default to Franchisee; B. Franchisee is declared or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a receiver is appointed for its assets or business, or a proceeding is commenced by or against Franchisee for appointment of a receiver or for a reorganization or similar arrangement under state law or any provisions of Federal bankruptcy law, and, if involuntary, such proceeding is not dismissed within sixty (60) days of the filing thereof; C. Franchisee assigns, sells, encumbers, or transfers this Agreement without Franchisor's prior written consent; D. Subject to Paragraph XI.C. of this Agreement, Franchisee becomes unable because of its condition of health to perform the obligations required or contemplated hereunder for a period of more than thirty (30) days. E. Franchisee conducts no course authorized by the TPR method during any consecutive six (6) month period. F. Franchisee jeopardizes the goodwill of Franchisor's Proprietary Marks, the Franchisee's business, the Princeton Review Method, including failure to meet minimum standards of performance provided by this Agreement, or the reputation of Franchisor, and fails to cure to G. Franchisee fails to maintain the confidentiality of the Princeton Review Method as provided in Paragraph IX. of this Agreement; H. Franchisee defaults in the performance of the obligations, assumed under Paragraph VII. of this Agreement and fails to cure any such default within thirty (30) days following notice to Franchisee by Franchisor; I. Franchisee fails to maintain an independent contractor relationship with Franchisor pursuant to Paragraph XVI.F., except if caused by Franchisor; J. Franchisee is convicted of a felony and has exhausted all available appeals; K. Franchisee fails to perform any material obligation assumed by Franchisee under this Agreement, other than those specifically referred to in this Paragraph, and such default is not satisfactorily cured within thirty (30) days after Franchisor gives written notice of such default to Franchisee, or if Franchisee repeatedly defaults or breaches obligations assumed under this Agreement; L. Franchisee fails to conduct its business in accordance with all applicable laws and regulations. This shall not prevent Franchisee from contesting in good faith the validity or applicability of any purported legal obligation to the extent and in the manner permitted by law. Notwithstanding the foregoing, in the event that Franchisee is given Notice of Termination by Franchisor for any cause or causes specified in Subparagraphs XIII. C., D., E., F., G., H., I., J., K., or L. of this Agreement, Franchisee shall, upon its request, be given the opportunity for a period not to exceed one hundred twenty (120) days following Franchisee's receipt of the Notice