Common use of Termination by Licensor Clause in Contracts

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

Termination by Licensor. Without Notice WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx xxxx in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; : or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's business Primary Services business, or property, any of the loss of which would have a material adverse effect on Licenseeproperty related thereto; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any government license required to engage other material Permit for one or more market(s) in the Business Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. Without Notice limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the License Fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event, provided however that if the occurrence of a Licensee Termination Event is in Term Year 1, any payments due under the acceleration provision above will be limited to monies payable in Term Year 1. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be deemed entitled to be in default under recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable outside attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “Licensee Event of Default” means the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, and all rights granted herein shall automatically terminate without notice (y) fails to make timely payment of fees under this Agreement or (z) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon (i) Licensee becoming unable to pay its debts; (ii) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding-up, bankruptcy or dissolution of Licensee; (iii) Licensee becoming insolvent; (iv) a petition under any bankruptcy or analogous act being filed by or against Licensee (which petition, if filed against Licensee, if shall not have been dismissed by the relevant authority within thirty (30) days thereafter); (v) Licensee becomes insolvent or makes a general executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or if a petition in bankruptcy is filed by Licensee reorganization or against Licensee and not opposed by Licensee within sixty (60) days of such filingany other like statute; or if (viii) the occurrence of any event analogous to the foregoing. As used herein a “Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for Termination Event” means (I) the appointment occurrence of a receiver curable Licensee Event of Default described in subclause (A) above that Licensee or other custodian for Licensee's business or assets if filed and consented has failed to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for cure within thirty (30) days written notice from Licensor of the occurrence of such default or, if such default is the failure to pay any installment or longer overage, within five (unless supersedeas bond is filed); or if 5) Business Days of notice from Licensor, (II) the occurrence of a non-curable Licensee is dissolved; or if Event of Default described in subclause (A) above and (III) the occurrence of a suit to foreclose any lien or mortgage against real or personal property used Licensee Event of Default described in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty subclause (30B) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateabove.

Termination by Licensor. Without Notice WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx xxxx in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolveddissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's business Primary Services business, or property, any of the loss of which would have a material adverse effect on Licenseeproperty related thereto; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any government license required to engage other material Permit for one or more market(s) in the Business Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. Without Notice WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx xxxx in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; : or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless a supersedeas bond is filed); or if Licensee is dissolved; dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's business Primary Services business, or property, any of the loss of which would have a material adverse effect on Licenseeproperty related thereto; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any government license required to engage other material Permit for one or more market(s) in the Business Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. Without Notice limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non- refundable payment of 100% of the license fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be deemed entitled to be in default under recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “ Licensee Event of Default”: the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, and all rights granted herein shall automatically terminate without notice (y) fails to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit make timely payment of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights fees under this Agreement shall automatically terminate.or

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filingLicensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if is filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolveddissolved except where the Licensee is a limited partnership and, promptly Cellular One License Agreement 23 following dissolution, such limited partnership is reconstituted with the same general partners; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, Cellular Telephone Service business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Cellular Telephone Service business or property, the loss of which would have a material adverse effect on Licensee; or if any material real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Cellular Telephone Service business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Cellular Telephone Service business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses any government its FCC license required to engage in the Business or FCC construction permit for one or more market(s) or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall automatically terminatecontinue with respect to the remaining market(s) for which Licensee continues to hold FCC license(s).