Common use of Default and Termination Clause in Contracts

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained in the Purchase Order, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default by Seller in the performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminated.

Default and Termination. In Buyer may terminate any or all Orders in the event of a breach of any Order or of these Terms by Seller becomes unable that is not cured within 30 days after receipt of written notice of such breach from Buyer, except that Buyer is not required to meet the delivery deadline contained in the Purchase Order, send an additional written notice or is unable to perform to the terms of the Purchase provide an additional cure period for similar recurring breaches even if such similar recurring breaches occur under different Orders. Buyer may terminate any Order for Buyer’s sole convenience at any reasontime by giving notice to Seller. Buyer may adopt unsolicited improvement suggestions from others or may request any current or new supplier to develop such improvements, which may result in new goods or services that replace current Goods or Services. If Buyer chooses to take advantage of improved goods or services from a source other than Seller, Buyer may either reduce or discontinue purchases of Goods or Services replaced by the improved goods, and may terminate any or all Orders at any time by giving notice to Seller. If a customer of Buyer directs or requests Buyer to obtain any materials, components, supplies or services being supplied to Buyer by Seller must notify from a source other than Seller or on different terms, Buyer in writing may terminate any or all affected Orders effective immediately. In the event of default a termination by Seller in the performance of Buyer for any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons reason other than Seller’s defaultbreach, terminate Buyer’s liability to Seller with respect to such terminated Order will be limited to: (a) the Order price of all finished Goods and completed Services ordered by Buyer and not usable in Seller’s other operations or suspend marketable to Seller’s other customers; plus (b) to the Purchase Orderextent not included in finished Goods or completed Services, the actual costs incurred by Seller in whole or performing Services for Buyer’s Orders not usable in partSeller’s other operations, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods procuring and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price manufacturing material for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall Orders not exceed the aggregate price specified usable in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute BuyerSeller’s only liability in the event the Purchase Order is terminatedother operations.

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained in the Purchase Order, Carnival Corporation or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default by Seller in the performance of any obligations hereunder, Buyer may, at its optionby written notice of default to Seller, cancel the Purchase Order all or any part of any Order, and Carnival Corporation may terminate this Agreement as a whole with respect to Carnival and/or any and all Operating Companies (including each Buyer), without charge or penalty or liability exercise any other remedy provided to buyers of goods or procurers of services by law or in equity if Seller: (a) fails to make delivery of the Products or Services within the time specified in any Order or any extension thereof; (b) fails to perform any of the obligations under this Agreement or any Order or in Buyer’s reasonable judgment it appears as Seller will be unable to fulfill such obligations, including, without limitation, the breach of any warranty provisions and may hold Seller responsible does not cure such failure within a period of two (2) days after receipt of notice from Buyer specifying such failure; or (c) becomes insolvent or makes an assignment for all damages arising out the benefit of such default. Default creditors; or if there shall be deemed instituted by or against Seller any proceedings under any bankruptcy, reorganization, arrangement, readjustment or debt or insolvency law in any jurisdiction; or if any application is made for the appointment of a receiver or trustee in respect of any of Seller’s property; or if in Carnival Corporation’s or Buyer’s reasonable opinion any such action is likely to occur if, in the reasonable opinion of Buyerimmediate future. If any actions in (c) above are made against Seller’s property, then Buyer may offset any monies owed to Seller to the extent Buyer is unable to comply with its obligations under the Purchase Orderaffected. Buyer may, at its option, for reasons other than Seller’s default, may terminate or suspend the Purchase Order, an Order in whole or in part, and/or this Agreement (with respect to itself but not Carnival Corporation or any other Operating Company) for its convenience at any time upon notice to Seller, and Carnival Corporation may terminate this Agreement as a whole for its convenience with respect to Carnival and/or any and all Operating Companies (including each Buyer). Seller shall stop all performance hereundershall, except as otherwise directed by Buyer, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. Seller shall promptly advise Buyer be entitled to reasonable termination costs (not including lost profits), which shall not exceed the percentage of the quantities Order price reflecting the percentage of goods and raw materials on hand or purchased the work performed prior to termination and the receipt of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention termination plus actual direct economic costs resulting from termination, provided that claims for payment due to submit claims based upon such termination are asserted within 15 45 days from the date of receipt of notice of termination, such termination and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waivedthat Seller has fully complied with the terms of this provision. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, may audit Seller’s books and the cost records to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Orderdetermine termination costs. Buyer reserves the right to verify such claims at require the Seller to suspend deliveries of Products or Services in the event of any reasonable time by inspecting and auditing the recordsstrike, facilitieslockout, work fire, accident, breakdown, delay or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess stoppage of Buyer’s delivery requirements under business or work or part thereof beyond the Purchase Order. Notwithstanding reasonable control of Buyer which prevents or hinders the aboveuse of the Products or Services, payments made under this section and payment therefor shall not exceed the aggregate price specified in the Purchase Order, less any payments made be postponed until such time as Products or to Services may be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedprovided.

Default and Termination. In 30. Should the event Seller becomes unable Subcontractor fail at any time to meet the delivery deadline contained in the Purchase Ordersupply a sufficient number of properly skilled workmen or sufficient materials and equipment, or is unable fail in any respect to perform prosecute the Work with promptness and diligence, or fail to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default by Seller promptly correct defective Work or fail in the performance of any of the agreements or obligations hereunderherein contained, Buyer the Contractor may, at its option, cancel provide such labor, materials and equipment and deduct the Purchase Order cost thereof, together with all loss and damage occasioned thereby, from any money then due or thereafter to become due to the Subcontractor under this Subcontract. If the Subcontractor at any time shall refuse or neglect to supply sufficient properly skilled workmen, or sufficient materials or equipment, or fail in any respect to prosecute Subcontractor's Work with promptness and diligence, or cause by any action or omission the stoppage, delay or interference with the work of the Contractor or other subcontractors, or fail in the performance of any of the covenants or obligations herein contained, or be unable to meet its debts as they mature, or assign or sublet the Work or any monies due hereunder without penalty or liability and the Contractor's written consent, the Contractor may hold Seller responsible for all damages arising out at its option at any time after serving written notice of such default with direction to cure in a specific period, but not less than two (2) working days, and after the Subcontractor fails to timely cure the default, terminate the Subcontractor's services by delivering written notice of termination to the Subcontractor. Default Thereafter, the Contractor may take possession of the materials, tools, appliances and equipment of the Subcontractor at the Project site, and through itself or others provide labor, equipment and materials to prosecute Subcontractor's Work on such terms and conditions as shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in partnecessary, and Seller shall stop charge the cost thereof, including without restriction all performance hereundercharges, except expenses, losses, costs, damages, and attorneys' fees, incurred as otherwise directed by Buyer. Seller shall promptly advise Buyer a result of the quantities of goods and raw materials on hand or purchased prior Subcontractor's failure to termination and perform, against Subcontractor. If the Contractor so terminates the services of the most favorable disposition that Seller can make thereof. Seller Subcontractor, the Subcontractor shall comply with not be entitled to any instructions of Buyer regarding disposition of goods further payments under this Subcontract until Subcontractor's Work has been completed and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days accepted by Owner, and payment has been received by the Contractor from the date Owner with respect thereto. In the event that the unpaid balance due exceeds the Contractor's cost of notice of terminationcompletion and/or damages otherwise owed by Subcontractor, and all such claims the difference shall be made in detail paid to the Subcontractor, but if such expenses and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller damages exceed the agreed price for services properly renderedbalance due, the order price of finished goods accepted by Buyer, and Subcontractor agrees to promptly pay the cost to Seller, excluding profits and losses, of work in progress and raw materials relating difference to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedContractor.

Default and Termination. In A default under this Contract shall occur if (a) a party materially breaches this contract, (b) such breach is not excused by any provision of this Contract, and (c) such breach continues un-remedied for a period of thirty (30) days following receipt of written notice from the event Seller becomes unable non-breaching party. If the breach by its nature cannot be cured within thirty (30) days and the breaching party within that time has commenced its cure, there shall be no default as long as the party diligently continues such cure to meet completion within sixty (60) days beyond the delivery deadline thirty (30) days cure period. Upon the occurrence of a default, the non-breaching party shall have the right, subject to the express limitations contained in this Contract but without otherwise limiting the Purchase Orderterminating party's rights in law or equity, to terminate this Contract. Additionally, where Consolidated is the party in default, the Town will have the right to terminate the IRU and thereby reclaim the exclusive right to use the Town-Funded Network, including the right to lease, sell, transfer, convey, hypothecate, mortgage, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelyotherwise alienate such Network. In the event of default by Seller in the performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall The parties also agree that Consolidated will be deemed to occur if, be in default under this Contract if it fails remit amounts at least equal to the Town’s principal and/or interest repayment obligation then currently due and payable as set forth in the reasonable opinion Repayment Schedule by the applicable due date and fails to cure such default within fifteen (15) business days of Buyerreceipt of written notice from the Town (a “Payment Default”) and that, Seller to the extent permitted by applicable law, Consolidated will be deemed to be in default if it commences a bankruptcy action with respect to itself or its operations, has such an action commenced against it that is unable to comply with not dismissed within ninety (90) days, or makes a general assignment for the benefit of its obligations under creditors or has a receiver or similar official appointed for it or for all or any substantial part of its assets (an “Insolvency Default”). Where Consolidated is the Purchase Order. Buyer may, at its option, for reasons other than Seller’s party in default, terminate including as a result of a Payment Default or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly renderedInsolvency Default, the order price of finished goods accepted by BuyerTown will have the right, without limiting its other rights with respect to such default under this Contract, to terminate the IRU and thereby reclaim the cost exclusive right to Selleruse the Town-Funded Network, excluding profits and losses, of work in progress and raw materials relating including the right to the Purchase Ordergrant an IRU to and/or lease such Network to a third party to serve as a successor operator. Buyer The Town reserves the right to verify such claims at any reasonable time negotiate for Consolidated to serve as the successor operator under a successor network IRU or lease arrangement with different payment or other terms as determined to be necessary by inspecting the Town in its sole discretion. However, if the Town terminates the IRU under this Section and auditing elects to operate the recordsTown-Funded Network itself or to engage a successor operator, facilities, work or materials Consolidated will cooperate with Town and/or successor operator as reasonably requested by the Town to effect the orderly transition of Seller relating operation from Consolidated to the Purchase OrderTown or successor operator as appropriate. Buyer will make no payments for finished workUpon termination of the IRU, work Consolidated shall also remove any Consolidated-Funded Facilities from Town-owned or -operated property within ninety (90) days of IRU termination (excluding, to the extent applicable, any “drops” from the Town-Funded Network to the end user premises which, at Consolidated’s election and subject to applicable laws, may remain in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Orderplace). Notwithstanding the aboveforegoing, payments made under this section shall though, Consolidated will not exceed be required to remove such Consolidated-Funded Facilities from Town-owned or -operated property if continued placement of such Facilities is permitted by the aggregate price specified Franchise Agreement and such Franchise Agreement has not been terminated in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedaccordance with its terms.

Default and Termination. In Should Tenant breach this Lease Agreement and abandon the event Seller Property prior to the natural expiration of the Lease term, City may continue this Lease in effect by not terminating Tenant's right to possession of the Property, in which case City shall be entitled to enforce all City's rights and remedies under this Lease Agreement including the right to recover rent as it becomes unable to meet the delivery deadline due. Should Tenant default in performance of any covenant, condition, or agreement contained in this Lease Agreement and the Purchase Orderdefault not be cured within 10 days after written notice by City, City may terminate this Lease Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been earned at the time of termination of the Lease Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or in lieu of the foregoing, to reenter and regain possession of the Property in the manner provided by the laws of California. Should Tenant become insolvent, City may, by giving 30 days written notice to Tenant, terminate this Lease Agreement and forfeit Tenant's interest in the Property and in any improvements or facilities in, on, or is unable to perform appertaining to the terms Property. For purposes of this section, Tenant shall be conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the Purchase Order benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Lease Agreement to eliminate and xxxxx any reasonadverse effects of Tenant's operations upon residential and/or other property in the vicinity, Seller must notify Buyer in writing immediatelyincluding without limitation noise, odor, etc. In the event of default City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Seller Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by giving ten days written notice to Tenant, terminate this Lease Agreement and forfeit Tenant's interest in the performance of Property and in any obligations hereunderimprovements or facilities on, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterin, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating appertaining to the Purchase OrderProperty. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminated.(initials) (initials)

Default and Termination. In UTMB may terminate the Agreement without cause at any time upon thirty (30) days’ advance written notice to Contractor, in which event Seller becomes unable Contractor will be entitled to meet payment of an amount that will compensate Contractor for any goods accepted or services satisfactorily performed in accordance with the delivery deadline contained Agreement from the time of the last payment date to the termination date; provided, that, Contractor has delivered or performed all such goods or services to UTMB for which payment is made. Notwithstanding any provision in the Purchase OrderAgreement to the contrary, UTMB will not be required to pay or reimburse Contractor for any goods delivered, services performed, or is unable to perform to expenses incurred by Contractor after the terms date of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelytermination notice that could have been avoided or mitigated by Contractor. In the event of default a material failure by Seller a party to the Agreement to perform in accordance with the performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer terms of the quantities of goods and raw materials on hand or purchased prior to termination and of Agreement (a “default”), the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer other party may terminate the Agreement upon thirty (30) days’ advance written notice of its intention termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. Termination will not be effective if the material failure is fully cured prior to submit claims based upon such termination the end of the thirty-day period. If Contractor fails to cure any default within 15 fifteen (15) days from the date of receiving written notice of terminationthe default, UTMB will be entitled (but not obligated) to cure the default and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves will have the right to verify such claims at offset against all amounts due to Contractor under the Agreement, including but not limited to any and all reasonable time by inspecting and auditing expenses incurred in connection with UTMB’s curative actions. Termination will not relieve Contractor from liability for any default or breach under the recordsAgreement, facilities, work or materials any other act or omission of Seller relating to the Purchase OrderContractor. Buyer If UTMB will make no pre-payments for finished workto Contractor under the Agreement, work in progressContractor will within thirty (30) days of termination of the Agreement reimburse UTMB all fees paid by UTMB to Contractor that were (i) not earned by Contractor prior to termination, or raw materials fabricated (ii) for goods or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall services that UTMB did not exceed the aggregate price specified in the Purchase Order, less any payments made or receive from Contractor prior to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedtermination.

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained If Licensee defaults in the Purchase Orderpayment of any ----------------------- installment of the license fee, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default by Seller if Licensee defaults in the performance of any of the other obligations hereunder and such default shall not be cured within ten (10) days after written notice thereof to Licensee, or if Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days thereafter), or if Licensee executed an assignment for the benefit of creditors, or if a receiver is appointed for the assets of Licensee, or if Licensee takes advantage of any applicable insolvency or any other like statute, or if Licensor notifies Licensee that it in good faith has reasonable doubts that Licensee can or will continue to perform hereunder, Buyer and Licensee fails to give adequate financial security and assurances within fifteen (15) days off mailing of said notice (any of the above acts is hereinafter called "event of default"), then Licensor may, in addition to any and all other rights which it may have against Licensee, terminate this Agreement and any other agreements between the parties then in existence by giving written notice to Licensee at its option, cancel any time after the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out occurence of such event of default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate Whether or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon not Licensor exercises such termination within 15 days from the date of notice right of termination, Licensor shall upon the occurrence of such event of default have no further obligation to deliver tapes of Programs hereunder and all such claims shall be made entitled to immediate return of all tapes theretofore delivered to and in detail and substantiated by billspossession of Licensee. Upon termination, receiptsLicensor may recover from Licensee the entire unpaid license fee, plus interest at 12% per annum on that portion of the license fee which was delinquent prior to the termination, and similar documents within 30 days thereafterany consequential damages. Licensee acknowledges that the terms hereof and the industry custom of licensing Programs substantially in advance of the scheduled telecast dates, have the effect of rendering the Programs hereunder unremarkable in the area covered by the Licensee during any period which includes the period of this license or any part thereof. Licensee also acknowledges that, by reason of the foregoing, no method exists for accurate measurement of damages for any breach of Licensee's agreement to pay Licensor as provided in this Agreement. It is therefore agreed that, in addition to all other remedies available at law, in equity, or such claims under other provisions of this Agreement, Licensor shall be waived. Buyer shall entitled (upon breach by Licensee of such agreement to pay Seller the agreed price for services properly renderedLicensor) to recover from licensee, as liquidated damages, the order price of finished goods accepted by Buyertotal unpaid license fees for all telecasts authorized hereunder, whether or not such telecasts actually occur, and the cost to Sellerin addition, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims reasonable attorney's fees or collection agency fees if an attorney is retained by Licensor at any reasonable time by inspecting to enforce the provisions hereof, plus such other amounts as may be due hereunder. The remedies provided herein are not exclusive but are cumulative and auditing the recordsin addition to all other remedies existing at law, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progressequity, or raw materials fabricated in courts of bankruptcy. In the event that neither party commences litigation to enforce, interpret or procured by Seller unnecessarily in advance declare any of the terms, covenants, conditions or obligations of this Agreement, prevailing party shall be entitled to recover all costs, fees and expenses of or in excess preparation for, litigation, appeal, review, or post-judgement or order, collection or enforcement efforts. All parties to this Agreement agree that the court shall retain and reserve jurisdiction in any judgement over the parties and the subject matter for purposes of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under enforcing this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedparagraph.

Default and Termination. In Should Tenant breach this Lease Agreement and abandon the event Seller Property prior to the natural expiration of the Lease term, City may continue this Lease in effect by not terminating Tenant's right to possession of the Property, in which case City shall be entitled to enforce all City's rights and remedies under this Lease Agreement including the right to recover rent as it becomes unable to meet the delivery deadline due. Should Tenant default in performance of any covenant, condition, or agreement contained in this Lease Agreement and the Purchase Orderdefault not be cured within 10 days after written notice by City, City may terminate this Lease Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been earned at the time of termination of the Lease Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or in lieu of the foregoing, to reenter and regain possession of the Property in the manner provided by the laws of California. Should Tenant become insolvent, City may, by giving 30 days written notice to Tenant, terminate this Lease Agreement and forfeit Tenant's interest in the Property and in any improvements or facilities in, on, or is unable to perform appertaining to the terms Property. For purposes of this section, Tenant shall be conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the Purchase Order benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Lease Agreement to eliminate and xxxxx any reasonadverse effects of Tenant's operations upon residential and/or other property in the vicinity, Seller must notify Buyer in writing immediatelyincluding without limitation noise, odor, etc. In the event of default City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Seller Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by giving ten days written notice to Tenant, terminate this Lease Agreement and forfeit Tenant's interest in the performance of Property and in any obligations hereunderimprovements or facilities on, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterin, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating appertaining to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedProperty.

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained in the Purchase Order, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default a material failure by Seller Provider to perform in accordance with the performance terms of this Agreement, University may terminate this Agreement at any time upon giving fifteen (15) days advance written notice to Provider. In addition, if at any time an involuntary petition of bankruptcy is filed against Provider and not dismissed within thirty days, or if Provider files a voluntary petition in bankruptcy, takes advantage of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterinsolvency law, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, if a receiver or trustee is appointed and the cost to Sellerappointment is not vacated within thirty days, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves University has the right to verify such claims terminate this Agreement upon fifteen days advance written notice to Provider, in addition to any other rights of any nature that University may have at law or in equity. Either Party, without cause, may, terminate this Agreement at any reasonable time upon giving ninety calendar days advance written notice unless agreed in writing otherwise by inspecting and auditing the recordsparties. Upon termination pursuant to this Section, facilities, work or materials Provider is entitled to payment of Seller relating an amount that will compensate Provider for Work satisfactorily performed from the time of the last payment to the Purchase Ordertermination date in accordance with this Agreement. Buyer will make no payments University is not required to reimburse Provider for finished work, work in progress, any Work performed or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under expenses incurred after the Purchase Ordertermination date. Notwithstanding the above, payments made Termination under this section shall Section does not exceed relieve Provider or any of its employees, subcontractors or agents from liability for violations of this Agreement or any other act or omission of Provider. University is entitled (but not obligated) to cure any default of Provider and has the aggregate price specified right to offset against all amounts due to Provider any and all reasonable expenses incurred in the Purchase Orderconnection with curative actions. INDEMNIFICATION – PROVIDER WILL AND DOES HEREBY AGREE TO INDEMNIFY, less any payments made or to be madePROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS UNIVERSITY AND THEIR REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY "INDEMNITEES") FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, BY ANY PERSON OR ENTITY, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY "CLAIMS") ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY THE ACTS, OMISSIONS, OR WILLFUL MISCONDUCT OF PROVIDER, OR ITS AGENTS, EMPLOYEES, SUBPROVIDERS, SUPPLIERS OR ANYONE DIRECTLY EMPLOYED BY PROVIDER OR ANYONE FOR WHOSE ACTS PROVIDER MAY BE LIABLE. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedIN ADDITION, PROVIDER XXXX XXXXXXXXX, PROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT, WHICH ANY INDEMNITEE HAS, BY LAW OR EQUITY. IN THE EVENT OF LITIGATION, UNIVERSITY AGREES TO COOPERATE REASONABLY WITH PROVIDER. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

Default and Termination. In UTMB may terminate the Contract without cause at any time upon thirty (30) days’ advance written notice to Supplier, in which event Seller becomes unable Supplier will be entitled to meet payment of an amount that will compensate Supplier for any goods accepted or services satisfactorily performed in accordance with the delivery deadline contained Contract from the time of the last payment date to the termination date; provided, that, Supplier has delivered or performed all such goods or services to UTMB for which payment is made. Notwithstanding any provision in the Purchase OrderContract to the contrary, UTMB will not be required to pay or reimburse Supplier for any goods delivered, services performed, or is unable to perform to expenses incurred by Supplier after the terms date of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelytermination notice that could have been avoided or mitigated by Supplier. In the event of default a material failure by Seller a party to the Contract to perform in accordance with the performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer terms of the quantities of goods and raw materials on hand or purchased prior to termination and of Contract (a “default”), the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer other party may terminate the Contract upon thirty (30) days’ advance written notice of its intention termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. Termination will not be effective if the material failure is fully cured prior to submit claims based upon such termination the end of the thirty-day period. If Supplier fails to cure any default within 15 fifteen (15) days from the date of receiving written notice of terminationthe default, UTMB will be entitled (but not obligated) to cure the default and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves will have the right to verify such claims at offset against all amounts due to Supplier under the Contract, including but not limited to any and all reasonable time by inspecting and auditing expenses incurred in connection with UTMB’s curative actions. Termination will not relieve Supplier from liability for any default or breach under the recordsContract, facilities, work or materials any other act or omission of Seller relating to the Purchase OrderSupplier. Buyer If UTMB will make no pre-payments for finished workto Supplier under the Contract, work in progressSupplier will within thirty (30) days of termination of the Contract reimburse UTMB all fees paid by UTMB to Supplier that were (i) not earned by Supplier prior to termination, or raw materials fabricated (ii) for goods or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall services that UTMB did not exceed the aggregate price specified in the Purchase Order, less any payments made or receive from Supplier prior to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedtermination.

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained If Licensee defaults in the Purchase Orderpayment of any installment of any Minimum Guaranteed License Fees, Subscriber-Based Overage, Movie license fees or any other payment to Licensor, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default by Seller if Licensee defaults in the performance of any of the other obligations hereunder and such default shall not be cured within ten (10) days after written notice thereof to Licensee, or if Licensee becomes insolvent, or if a petition under any bankruptcy act shall be filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days thereafter), or if Licensee executes an assignment for the benefit of creditors, or if a receiver is appointed for the assets of Licensee, or if Licensee takes advantage of any applicable insolvency or any other like statute, or if Licensor notifies Licensee that it in good faith has reasonable doubts that Licensee can or will continue to perform hereunder, Buyer and Licensee fails to give adequate financial security and assurances within fifteen (15) days of said notice (any of the above acts is hereinafter called "event of default"), then Licensor may, in addition to any and all other rights which it may have against Licensee, terminate this Agreement and any other agreements between the parties then in existence by giving written notice to Licensee at its option, cancel any time after the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out occurrence of such event of default. Default Whether or not Licensor exercises such right of termination, Licensor shall upon the occurrence of such event of default have no further obligation to deliver tapes of Materials hereunder and shall be deemed entitled to occur ifimmediate return of all tapes theretofore delivered to and in possession of Licensee. Upon termination, Licensor may recover from Licensee the entire unpaid Minimum Guaranteed License Fees, Subscriber-Based Overages, Movie licensee fee payments and any other payments then owed to Licensor, plus interest at the lesser of 12% per annum or the maximum legal rate on that portion of the payments that was delinquent prior to the termination, and any consequential damages. Licensee acknowledges that the terms hereof and the industry custom of licensing programs substantially in advance of the scheduled exhibition dates, have the effect of rendering the programs and Movies hereunder unmarketable in the Territory during any period that includes the Term of this Agreement or any part thereof. Licensee also acknowledges that, by reason of the foregoing, no method exists for accurate measurement of damages for any breach of Licensee's agreement to pay Licensor as provided in this Agreement. It is therefore agreed that, in addition to all other remedies available at law, in equity, or under other provisions of this Agreement, Licensor shall be entitled (upon breach by Licensee of such agreement to pay Licensor) to recover from Licensee, as liquidated damages, the total unpaid Minimum Guaranteed License Fees, Subscriber-Based Overages and Movie licensee fee payments for the Term, and in addition, reasonable attorneys' fees or collection agency fees if an attorney or collection agency is retained by Licensor at any time to enforce the provisions hereof, plus such other amounts as may be due hereunder. The remedies provided herein are not exclusive but are cumulative and in addition to all other remedies existing at law, in equity, or in courts of bankruptcy. Subject to Paragraph 23 below, in the reasonable opinion event that either party commences litigation to enforce, interpret or declare any of Buyerthe terms, Seller is unable covenants, conditions or obligations of this Agreement, prevailing party shall be entitled to comply with its obligations under the Purchase Order. Buyer mayrecover all costs, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole fees and expenses of or in partpreparation for, and Seller shall stop all performance hereunderlitigation, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of terminationappeal, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterreview, or such claims post-judgment or order, collection or enforcement efforts. All parties to this Agreement agree that the court shall be waived. Buyer shall pay Seller retain and reserve jurisdiction in any judgment over the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, parties and the cost to Seller, excluding profits and losses, subject matter for purposes of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under enforcing this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedparagraph.

Default and Termination. In The following shall constitute an event of default hereunder: (i) Seller fails in any material respect to perform any of its obligations within the time specified in this agreement and Seller does not cure such failure within thirty (30) days after notice by Buyer; or (ii) Seller ceases to conduct its operations in the normal course of business; or (iii) Seller commences a voluntary case or proceeding under any applicable Federal or State bankruptcy law or consents to the entry of a decree or order for relief in an involuntary case or proceeding against it. Upon the occurrence of an event of default which is continuing, Buyer may , at its option: (i) terminate its order for the goods in whole or in part without liability and in which case Buyer shall be entitled to a refund of all amounts previously paid to Seller under this agreement; (ii) procure, upon such terms as Buyer deems appropriate, similar goods in which case Seller shall be liable to Buyer for any additional costs for such similar equipment (up to a maximum liability equal to the purchase price of the goods); or (iii) extend the time of performance by Seller or waive other deficiencies in Seller’s performance in which case an equitable reduction in the price for the goods shall be mutually agreed. Without limiting any rights or remedies which Buyer may have in the event of any default of performance by Seller, Buyer shall have the right upon ten (10) days prior written notice to Seller, to terminate this agreement at any time and without cause prior to completion. Such termination shall be without any obligation or liability to Seller becomes unable other than payment of charges for the value of work performed, and for necessary expenditures which can be established by Seller as having been reasonably incurred prior to meet the delivery deadline contained time that notice of cancellation is given. In no event shall the termination charges exceed the purchase price of the goods. Any progress payments shall be credited against the amount of such charges, and in the Purchase Orderevent the payments exceed the charges, or is unable to perform the excess shall be returned to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelyBuyer. In the event of default by Seller in the performance of any obligations hereundertermination, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed entitled to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess and completed work included as value of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedwork performed.

Default and Termination. In the event Seller Comcast breaches any material representation, covenant or obligation of Comcast hereunder or Comcast becomes unable to meet the delivery deadline contained in the Purchase Orderinsolvent, or a petition under any bankruptcy act shall be filed by or against Comcast (which petition, if filed against Comcast, shall not have been dismissed within sixty (60) days thereafter), or Comcast executes an assignment for the benefit of creditors, or a receiver is unable to perform to appointed for the terms assets of Comcast, or Comcast takes advantage of any applicable insolvency or reorganization or any other like statute (each of the Purchase Order for above acts is hereinafter referred to as a “Comcast Event of Default”), and, if such Comcast Event of Default is capable of cure, Comcast fails to cure such Comcast Event of Default within thirty (30) days after delivery by Studio to Comcast of written notice of such Comcast Event of Default, then Studio may, in addition to any reasonand all other rights which it may have against Comcast, Seller must notify Buyer in writing immediately terminate this Agreement and require Comcast to accelerate the payment of all monies payable under this Agreement such that they are payable immediately. In the event Studio breaches any material representation, covenant or obligation of default Studio hereunder or Studio becomes insolvent, or a petition under any bankruptcy act shall be filed by Seller in or against Studio (which petition, if filed against Studio, shall not have been dismissed within sixty (60) days thereafter), or Studio executes an assignment for the performance benefit of creditors, or a receiver is appointed for the assets of Studio, or Studio takes advantage of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty applicable insolvency or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons reorganization or any other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer like statute (each of the quantities above acts is hereinafter referred to as a “Studio Event of goods and raw materials on hand or purchased prior Default”), and, if such Studio Event of Default is capable of cure, Studio fails to termination and cure such Studio Event of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions Default within thirty (30) days after delivery by Comcast to Studio of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention such Studio Event of Default, then Comcast may, in addition to submit claims based upon such any and all other rights which it may have against Studio, immediately terminate this Agreement. Notwithstanding anything to the contrary contained in this Agreement, no termination within 15 days of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of notice such termination (including, without limitation, the obligation to pay any amounts payable hereunder accrued as of such date of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminated).

Default and Termination. In Should Tenant breach this Lease Agreement and abandon the event Seller Property prior to the natural expiration of the Lease term, City may continue this Lease in effect by not terminating Tenant's right to possession of the Property, in which case City shall be entitled to enforce all City's rights and remedies under this Lease Agreement including the right to recover rent as it becomes unable to meet the delivery deadline due. Should Tenant default in performance of any covenant, condition, or agreement contained in this Lease Agreement and the Purchase Orderdefault not be cured within 10 days after written notice by City, City may terminate this Lease Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been earned at the time of termination of the Lease Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or in lieu of the foregoing, to reenter and regain possession of the Property in the manner provided by the laws of California. Should Tenant become insolvent, City may, by giving 30 days written notice to Tenant, terminate this Lease Agreement and forfeit Tenant's interest in the Property and in any improvements or facilities in, on, or is unable to perform appertaining to the terms Property. For purposes of this section, Tenant shall be conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the Purchase Order benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Lease Agreement to eliminate and xxxxx any reasonadverse effects of Tenant's operations upon residential and/or other property in the vicinity, Seller must notify Buyer in writing immediatelyincluding without limitation noise, odor, etc. In the event of default City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Seller Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by g iving ten days written notice to Tenant, terminate this Lease Agreement and forfeit Tenant's interest in the performance of Property and in any obligations hereunderimprovements or facilities on, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterin, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating appertaining to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedProperty.

Default and Termination. In If Tenant breaches this Agreement or abandons the event Seller Premises prior to the natural expiration of the term of this Agreement, then City may continue this Agreement in effect by not terminating Tenant's right to possession of the Premises in which case City shall be entitled to enforce all City's rights and remedies under this Agreement including the right to recover rent as it becomes unable to meet the delivery deadline due. If Tenant defaults in performance of any covenant, condition, or agreement contained in this Agreement and the Purchase Orderdefault is not cured within 10 days after written notice by City, or is unable then City may terminate this Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been earned at the time of termination of the Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or in lieu of the foregoing, to reenter and regain possession of the Premises in the manner provided by the laws of California. If Tenant becomes insolvent, then City may, by giving 30-days’ written notice to Tenant, terminate this Agreement and forfeit Tenant's interest in the Premises and in any improvements or facilities in, on or appertaining to the terms Premises. For purposes of this section, Tenant shall be conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the Purchase Order benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Agreement to eliminate and xxxxx any reasonadverse effects of Tenant's operations upon residential and/or other property in the vicinity, Seller must notify Buyer in writing immediatelyincluding without limitation noise, odor, etc. In the event of default City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Seller Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by giving ten days written notice to Tenant, terminate this Agreement and forfeit Tenant's interest in the performance Premises and in any improvements or facilities on, in, or appertaining to the Premises. If prior to the termination of any obligations hereunderthis Agreement, Buyer maypursuant to its terms, Tenant ceases conducting business at the Premises, then this Agreement shall terminate upon Tenant’s removal of all its option, cancel materials stored at the Purchase Order without penalty or liability Premises and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than SellerTenant’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer abandonment of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition Premises; provided, that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer Tenant has given City six- months’ written notice of its intention Tenant’s intent to submit claims based upon such termination within 15 days from the date of notice of terminationcease operations at, and remove all such claims shall be made in detail its materials from and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller vacate the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedPremises.

Default and Termination. In UTMB may terminate the Agreement without cause at any time upon thirty (30) days’ advance written notice to Supplier, in which event Seller becomes unable Supplier will be entitled to meet payment of an amount that will compensate Supplier for any goods accepted or services satisfactorily performed in accordance with the delivery deadline contained Agreement from the time of the last payment date to the termination date; provided, that, Supplier has delivered or performed all such goods or services to UTMB for which payment is made. Notwithstanding any provision in the Purchase OrderAgreement to the contrary, UTMB will not be required to pay or reimburse Supplier for any goods delivered, services performed, or is unable to perform to expenses incurred by Supplier after the terms date of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelytermination notice that could have been avoided or mitigated by Supplier. In the event of default a material failure by Seller a party to the Agreement to perform in accordance with the performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer terms of the quantities of goods and raw materials on hand or purchased prior to termination and of Agreement (a “default”), the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer other party may terminate the Agreement upon thirty (30) days’ advance written notice of its intention termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. Termination will not be effective if the material failure is fully cured prior to submit claims based upon such termination the end of the thirty-day period. If Supplier fails to cure any default within 15 fifteen (15) days from the date of receiving written notice of terminationthe default, UTMB will be entitled (but not obligated) to cure the default and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves will have the right to verify such claims at offset against all amounts due to Supplier under the Agreement, including but not limited to any and all reasonable time by inspecting and auditing expenses incurred in connection with UTMB’s curative actions. Termination will not relieve Supplier from liability for any default or breach under the recordsAgreement, facilities, work or materials any other act or omission of Seller relating to the Purchase OrderSupplier. Buyer If UTMB will make no pre-payments for finished workto Supplier under the Agreement, work in progressSupplier will within thirty (30) days of termination of the Agreement reimburse UTMB all fees paid by UTMB to Supplier that were (i) not earned by Supplier prior to termination, or raw materials fabricated (ii) for goods or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall services that UTMB did not exceed the aggregate price specified in the Purchase Order, less any payments made or receive from Supplier prior to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedtermination.

Default and Termination. In If Tenant breaches this Lease and License Agreement or abandons the event Seller Premises, Mining Area, Access Area or Haul Road prior to the natural expiration of the term of this Lease and License Agreement, then City may continue this Lease and License in effect by not terminating Tenant's right to possession of the Premises, Mining Area, Access Area and Haul Road in which case City shall be entitled to enforce all City's rights and remedies under this Lease and License Agreement including the right to recover rent as it becomes unable to meet the delivery deadline due. If Tenant defaults in performance of any covenant, condition, or agreement contained in this Lease and License Agreement and the Purchase Orderdefault is not cured within 10 days after written notice by City, or is unable then City may terminate this Lease and License Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been earned at the time of termination of the Lease and License Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease and License Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or in lieu of the foregoing, to reenter and regain possession of the Premises in the manner provided by the laws of California. If Tenant becomes insolvent, then City may, by giving 30-days’ written notice to Tenant, terminate this Lease and License Agreement and forfeit Tenant's interest in the Premises, Mining Area, Access Area or Haul Road and in any improvements or facilities in, on or appertaining to the terms Premises, Mining Area, Access Area or Haul Road. For purposes of this section, Tenant shall be conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the Purchase Order benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Lease and License Agreement to eliminate and xxxxx any reasonadverse effects of Tenant's operations upon residential and/or other property in the vicinity, Seller must notify Buyer in writing immediatelyincluding without limitation noise, odor, etc. In the event of default City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Seller Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by giving ten days written notice to Tenant, terminate this Lease and License Agreement and forfeit Tenant's interest in the performance of Premises and in any obligations hereunderimprovements or facilities on, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterin, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating appertaining to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedPremises.

Default and Termination. In Buyer reserves the right, by written notice, to cancel this order without liability to Buyer in the event of (i) insolvency of Seller, (ii) the filing of a voluntary Petition in Bankruptcy by Seller, (iii) the filing of an involuntary petition to have Seller becomes unable declared bankrupt, (iv) the appointment of a Receiver or Trustee for Seller, or (v) the execution by Seller of an Assignment for the Benefit of Creditors. If Seller fails to meet perform or breaches any of the delivery deadline contained terms, including but not limited to the failure of the Seller to deliver goods or services as specified in the this Purchase Order, or is unable commits an anticipatory breach as to perform any of these matters, Buyer reserves the right, promptly following such failure of performance or breach, and without any liability to Buyer (i) to terminate this order in whole or part by written notice to Seller, or (ii) after notifying Seller of such failure or breach and of Buyer’s intent to exercise such right, to obtain the terms goods from another source, with any costs of cover resulting therefrom chargeable to Seller, (iii) to exercise any and all other remedies permitted under the Purchase Order for any reason, Seller must notify Buyer in writing immediatelylaw. In the event of default such termination Seller shall immediately return to the Buyer any and all deposit or down payment monies held by Seller in the performance of any obligations hereunder, Buyer may, at on its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyeraccount. Seller shall promptly advise Buyer be liable for Buyer’s damages in connection with such breach or failure to perform including consequential damages reasonable foreseeable by Seller or of which Seller was appraised by Buyer, including, but not limited to, lost profits on the resale of the quantities goods or Buyer’s products, of which the goods and raw materials on hand or purchased prior were to termination and of the most favorable disposition that Seller can make thereofforma component part. Seller shall comply with any instructions not be responsible for delays or defaults occasioned by fires, Acts of Buyer regarding disposition God, wars or riots, but in the event of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of terminationoccurrence, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify terminate this order without liability of any kind. INSPECTION QUALITY - All goods furnished must be of the best of its respective kind. All goods purchased will be subject to Xxxxx’s inspection. Defective goods will be held for Seller’s disposition at Seller’s expense. Supplier Corrective Action Request (SCAR) may be issued depending on severity/ frequency of defects. XXXX must be completed and returned by supplier in the time frame set forth in the SCAR request. COMPLIANCE WITH LAWS - The goods shipped by Seller under the provisions of this order to or on the order of Buyer are hereby guaranteed by Seller as of the date of such shipment (or delivery) to be, on such date, not adulterated or misbranded with the meaning of the Federal Food, Drug and Cosmetic Act, and (where appropriate) that on such date, the article shipped (or delivered) complies with all the requirements and regulations under the Radiation Control for Health and Safety Act. This purchase Order shall b subject to, and in the performance thereof Seller, by acceptance of this order, agrees to comply with, the Xxxxx-Xxxxxx Public Contracts Act of June 30, 1936: and amended, the Fair Labor Standards Act of 1938, as amended (certificate to be furnished on request). All goods and services furnished shall conform to the requirements of the law of the federal government and of the state where the service is performed to all applicable local and municipal laws and ordinance and to all applicable regulations of any public authority. The Seller, in the performance of all acts required by this order, shall not discriminate against any employee or applicant for employment because of race, creed, color or national origin. WARRANTY - Seller warrants that, (i) services rendered will be performed in workmanlike manner and (ii) all goods furnished hereunder, unless otherwise specified, will be new, of first class materials and designs, merchantable quality, free from defects in material or workmanship, conforming to the specifications, samples or drawings, if any, approved in writing or furnished by Buyer, and (iii) suitable for the particular purpose Buyer intends to use said goods and Buyer may assume Seller knows the use intended unless Seller notifies Buyer in writing to the contrary prior to commencement of the manufacture or shipment of goods. All said warranties to be without limitation or exclusion of any other warranty, statement, or disclaimer, expressed or implied. HOLD HARMLESS - In consideration of Xxxxx’s purchase of goods and/or services included in this order; the Seller agrees to hold Xxxxx harmless for all personal injury and property damage claims arising from the use of the goods and/or services provided to Seller pursuant to this order. PATENTS - In consideration of Xxxxx’s purchase of goods included in this order, the Seller undertakes and agrees to defend at Seller’s own expense all suits, actions or proceedings brought against Buyer, any of the Buyer’s dealers, or the users of any of the Buyer’s products, for actual or alleged infringement of any United States or foreign letters patent because or on account of the employment or sale of such goods, and further agrees to pay and discharge any and all judgements or decrees which may be rendered in any such suit, action or proceeding against the defendants therein. BUYER’S PROPERTY - All drawings, designs, specifications and other information, and all materials, including tools, special dies and patters, raw materials or component parts furnished or paid for by Buyer shall be the property of Buyer; shall be subject to removal at any reasonable time without any additional cost, upon demand by inspecting Buyer; shall be used only in filling order from Buyer, shall be kept separate from other drawings, specifications and auditing materials; and shall be identified as the recordsproperty of Buyer. Seller assumes all risk and liability for loss or damage thereto, facilitiesexpect for normal war, work and agrees to supply detailed statements of inventory upon request of Xxxxx. Upon completion of this order or materials of upon default and termination as described in Paragraph 5, Seller relating shall return to the Purchase Order. Buyer will make no payments for finished workBuyer, work in progressupon request, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess all of Buyer’s delivery requirements under property described above. CONFIDENTIALITY - All proprietary designs, drawings, and other information supplied by Buyer to Seller relating to, or for use in, the Purchase Ordermanufacture or supply of any goods ordered herein are agreed to be the sole property of Buyer. Notwithstanding the aboveSeller agrees that it will not reproduce, payments made under this section shall not exceed the aggregate price specified copy, or use any of them in the Purchase Ordermanufacture or design of any goods for any other purchaser or disclose the contents or nature of same without first obtaining consent, less any payments made or to be made. Payment provided under this paragraph shall constitute in writing, of the Buyer’s only liability in the event the Purchase Order is terminated.

Default and Termination. The CUSTOMER shall have the right to terminate Maintenance upon delivery of written notice at least sixty (60) days prior to any scheduled renewal date. ASD may cancel Maintenance in the event that the CUSTOMER does not implement a Mandatory Revision within sixty (60) days of receipt thereof or such longer period as ASD may consent to in writing. In the event Seller becomes unable that CUSTOMER does not implement a Mandatory Revision within thirty (30) days following receipt of written notice from ASD of CUSTOMER’s failure to meet the delivery deadline contained implement a Mandatory Revision, ASD may then cancel Maintenance, effective immediately, by notice in the Purchase Order, or is unable to perform writing to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelyCUSTOMER. In the event of default any breach of the terms and conditions of this Agreement by Seller the CUSTOMER, ASD will, by written notice to the CUSTOMER, give the CUSTOMER a period of thirty (30) days within which to institute remedies to correct such breach. In the event that such breach has not been corrected to ASD’s satisfaction within said thirty (30) day period, ASD may then cancel Maintenance, effective immediately, by notice in writing to the performance CUSTOMER. In the event that Maintenance is terminated by ASD, ASD shall have no continuing obligations to the CUSTOMER of any obligations hereundernature whatsoever with respect to Maintenance. Furthermore, Buyer may, at its option, cancel termination by ASD pursuant to the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default provisions hereof shall be deemed without prejudice to occur if, in the reasonable opinion of Buyer, Seller is unable any right or recourse available to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in partASD, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior without prejudice to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the ASD’s right to verify such claims at collect any reasonable time by inspecting and auditing the recordsamounts, facilities, work or materials of Seller relating which remain due to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedit hereunder.

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained in the Purchase Order, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default a material failure by Seller Provider to perform in accordance with the performance terms of this Agreement, University may terminate this Agreement at any time upon giving fifteen (15) days advance written notice to Provider. In addition, if at any time an involuntary petition of bankruptcy is filed against Provider and not dismissed within thirty days, or if Provider files a voluntary petition in bankruptcy, takes advantage of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafterinsolvency law, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, if a receiver or trustee is appointed and the cost to Sellerappointment is not vacated within thirty days, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves University has the right to verify such claims terminate this Agreement upon fifteen days advance written notice to Provider, in addition to any other rights of any nature that University may have at law or in equity. Either Party, without cause, may, terminate this Agreement at any reasonable time upon giving ninety calendar days advance written notice unless agreed in writing otherwise by inspecting and auditing the recordsparties. Upon termination pursuant to this Section, facilities, work or materials Provider is entitled to payment of Seller relating an amount that will compensate Provider for Work satisfactorily performed from the time of the last payment to the Purchase Ordertermination date in accordance with this Agreement. Buyer will make no payments University is not required to reimburse Provider for finished work, work in progress, any Work performed or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under expenses incurred after the Purchase Ordertermination date. Notwithstanding the above, payments made Termination under this section shall Section does not exceed relieve Provider or any of its employees, subcontractors or agents from liability for violations of this Agreement or any other act or omission of Provider. University is entitled (but not obligated) to cure any default of Provider and has the aggregate price specified right to offset against all amounts due to Provider any and all reasonable expenses incurred in the Purchase Orderconnection with curative actions. INDEMNIFICATION – PROVIDER WILL AND DOES HEREBY AGREE TO INDEMNIFY, less any payments made or to be madePROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS UNIVERSITY AND THEIR REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY "INDEMNITEES") FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, BY ANY PERSON OR ENTITY, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY "CLAIMS") ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY THE ACTS, OMISSIONS, OR WILLFUL MISCONDUCT OF PROVIDER, OR ITS AGENTS, EMPLOYEES, SUBPROVIDERS, SUPPLIERS OR ANYONE DIRECTLY EMPLOYED BY PROVIDER OR ANYONE FOR WHOSE ACTS PROVIDER MAY BE LIABLE. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedIN ADDITION, PROVIDER WILL INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT, WHICH ANY INDEMNITEE HAS, BY LAW OR EQUITY. IN THE EVENT OF LITIGATION, UNIVERSITY AGREES TO COOPERATE REASONABLY WITH PROVIDER. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

Default and Termination. In Buyer may terminate any or all Orders in the event of a breach of any Order or of these Terms by Seller becomes unable that is not cured within 30 days after receipt of written notice of such breach from Buyer, except that Buyer is not required to meet the delivery deadline contained in the Purchase Order, send an additional written notice or is unable to perform to the terms of the Purchase provide an additional cure period for similar recurring breaches even if such similar recurring breaches occur under different Orders. Buyer may terminate any Order for Xxxxx’s sole convenience at any reasontime by giving notice to Seller. Buyer may adopt unsolicited improvement suggestions from others or may request any current or new supplier to develop such improvements, which may result in new goods or services that replace current Goods or Services. If Buyer chooses to take advantage of improved goods or services from a source other than Seller, Buyer may either reduce or discontinue purchases of Goods or Services replaced by the improved goods, and may terminate any or all Orders at any time by giving notice to Seller. If a customer of Buyer directs or requests Buyer to obtain any materials, components, supplies or services being supplied to Buyer by Seller must notify from a source other than Seller or on different terms, Buyer in writing may terminate any or all affected Orders effective immediately. In the event of default a termination by Seller in the performance of Buyer for any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for all damages arising out of such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons reason other than Seller’s defaultbreach, terminate Buyer’s liability to Seller with respect to such terminated Order will be limited to: (a) the Order price of all finished Goods and completed Services ordered by Xxxxx and not usable in Seller’s other operations or suspend marketable to Seller’s other customers; plus (b) to the Purchase Orderextent not included in finished Goods or completed Services, the actual costs incurred by Seller in whole or performing Services for Buyer’s Orders not usable in partSeller’s other operations, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods procuring and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made manufacturing material for Xxxxx’s Orders not usable in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedother operations.

Default and Termination. In the event Seller becomes unable to meet the delivery deadline contained in the Purchase Order, or is unable to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediately. In the event of default by Seller in the performance of any obligations hereunder, Buyer may, at its optionby written notice of default to Seller, cancel the Purchase Order all or any part of any Order, and/or may terminate these Terms and Conditions as a whole, without charge or penalty or liability exercise any other remedy provided to buyers of goods or procurers of services by law or in equity if Seller: (a) fails to make delivery of the Products or Services within the time specified in any Order or any extension thereof; (b) fails to perform any of the obligations under these Terms and may hold Conditions or any Order or in Buyer’s reasonable judgment it appears as Seller responsible will be unable to fulfill such obligations, including, without limitation, the breach of any warranty provisions and Seller does not cure such failure within a period of two (2) days after receipt of notice from Buyer specifying such failure; or (c) becomes insolvent or makes an assignment for all damages arising out the benefit of such default. Default creditors; or if there shall be deemed instituted by or against Seller any proceedings under any bankruptcy, reorganization, arrangement, readjustment or debt or insolvency law in any jurisdiction; or if any application is made for the appointment of a receiver or trustee in respect of any of Seller’s property; or if in Buyer’s reasonable opinion any such action is likely to occur if, in the reasonable opinion of Buyerimmediate future. If any actions in (c) above are made against Seller’s property, then Buyer may offset any monies owed to Seller to the extent Buyer is unable to comply with its obligations under the Purchase Orderaffected. Buyer may, at its option, for reasons other than Seller’s default, may terminate or suspend the Purchase Order, an Order in whole or in part, and/or these Terms and Conditions for its convenience at any time upon notice to Seller. Seller shall stop all performance hereundershall, except as otherwise directed by BuyerXxxxx, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which Xxxxx has or may acquire an interest. Seller shall promptly advise Buyer be entitled to reasonable termination costs (not including lost profits), which shall not exceed the percentage of the quantities Order price reflecting the percentage of goods and raw materials on hand or purchased the work performed prior to termination and the receipt of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention termination plus actual direct economic costs resulting from termination, provided that claims for payment due to submit claims based upon such termination are asserted within 15 45 days from the date of receipt of notice of termination, such termination and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waivedthat Seller has fully complied with the terms of this provision. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, may audit Seller’s books and the cost records to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Orderdetermine termination costs. Buyer reserves the right to verify such claims at require the Seller to suspend deliveries of Products or Services in the event of any reasonable time by inspecting and auditing the recordsstrike, facilitieslockout, work fire, accident, breakdown, delay or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess stoppage of Buyer’s delivery requirements under business or work or part thereof beyond the Purchase Order. Notwithstanding reasonable control of Buyer which prevents or hinders the aboveuse of the Products or Services, payments made under this section and payment therefor shall not exceed the aggregate price specified in the Purchase Order, less any payments made be postponed until such time as Products or to Services may be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminatedprovided.

Default and Termination. In If, during the term of this lease agreement, or any renewal, Lobaye will make any assignment for the benefit of creditors, or if Lobaye, becoming bankrupt or insolvent will take the benefit of any legislation that may be in force for bankrupt or insolvent debtors, or if a receiver or receiver-manager is appointed with respect to the assets and affairs of Lobaye, then RCA may give Lobaye written notice of intention to end the term of this lease agreement on a date specified by RCA in the said notice which date will not be less than 30 days after the said notice is given and if on the date so specified the event Seller becomes unable of default will still continue the then current month’s rent and three months additional rent will thereupon immediately become due and payable and the term of this lease agreement and all right, title and interest of Lobaye hereunder will thereupon expire as fully and completely as if the said specified date were the date herein specifically fixed for the expiration of the term of the lease agreement, and Lobaye will then quit and surrender the Equipment to meet RCA, and in any such case it will be lawful for RCA at any time after the said termination date re-enter into and upon the Equipment, or any part thereof and repossess and enjoy it as before. If, during the term of this lease agreement, or any renewal thereof, Lobaye will make default in the payment of the Rent, and if such default will continue for 15 days after notice thereof by RCA, this lease agreement will, at the option of RCA, cease and come to an end on a date to be specified in the said notice, which date will not be less than 30 days after the delivery deadline contained of such notice, and Lobaye will then quit and surrender the Equipment to RCA. If, during the term of this lease agreement or any renewal thereof Lobaye will make default in fulfilling any of the other covenants in this lease agreement and such default will continue for 15 days after written notice thereof by RCA to Lobaye, Lobaye fails to proceed promptly and with all due diligence to cure such default after the service of notice by RCA of such default, then and in any such case, unless the default upon which said notice was based has been cured in the Purchase Ordermeantime this lease agreement will cease and come to an end on a day to be specified in the said notice, or is unable which date will not be less than 30 days after delivery of such notice, Lobaye will then quit and surrender the Equipment to perform to the terms of the Purchase Order for any reason, Seller must notify Buyer in writing immediatelyRCA. In the event of a default by Seller in which is capable of being cured but which cannot with due diligence be cured within a period of 15 days, the performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability 15 day period will be extended for such time as will allow Lobaye proceeding promptly and may hold Seller responsible for with all damages arising out of due diligence a reasonable opportunity to cure such default. Default shall be deemed to occur if, in the reasonable opinion of Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to termination and of the most favorable disposition that Seller can make thereof. Seller shall comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to Buyer written notice of its intention to submit claims based upon such termination within 15 days from the date of notice of termination, and all such claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the agreed price for services properly rendered, the order price of finished goods accepted by Buyer, and the cost to Seller, excluding profits and losses, of work in progress and raw materials relating to the Purchase Order. Buyer reserves the right to verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or materials of Seller relating to the Purchase Order. Buyer will make no payments for finished work, work in progress, or raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Purchase Order. Notwithstanding the above, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. Payment provided under this paragraph shall constitute Buyer’s only liability in the event the Purchase Order is terminated.