Licensee Default Clause Samples

Licensee Default. Any one or more of the following events shall constitute a default by LICENSEE (“LICENSEE Default”): (i) The failure to pay License Fees or make other payments set forth herein and/or in the SLA when such failure continues for ten (10) business days after the date LICENSOR provides written notice thereof to LICENSEE; (ii) The failure to perform any other obligations under this MLA or an SLA, and such failure continues for thirty (30) days from the date LICENSOR gives written notice thereof to LICENSEE (unless another time period is specified for a particular default under this MLA or the SLA); provided, however, that if more than thirty (30) days are required in order to cure any such non-monetary LICENSEE default, LICENSEE shall have a reasonable period of time necessary to cure such a default if LICENSEE shall have commenced and is diligently pursuing corrective action within such initial thirty (30) days; or (iii) The prosecution of any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or relief of indebtedness with respect to LICENSEE.

Licensee Default. For the purposes of Clause 20, there shall have occurred a Licensee Default in any of the following events or circumstances:

Licensee Default. Licensee shall be in default of this Agreement if (a) Licensee fails to make timely and/or full payment of the License Fee with respect to any Program or the License Fee as provided in Article 4 to Licensor whether under this Agreement or any other agreement between Licensor and Licensee, or Licensee fails or refuses to perform any of its obligations hereunder or breaches any other provision hereof, or (b) Licensee goes into receivership or liquidation other than for purposes of amalgamation or reconstruction, or becomes insolvent, appoints a receiver or 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 Licensee commences an assignment for the benefit of creditors, or Licensee takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statute, or Licensee sells or liquidates a material part of Licensee’s assets, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensee Event of Default”). Subject to Article 9 and Section 15.4, (I) immediately upon the occurrence of a Licensee Event of Default under clause (a) that is not curable or a Licensee Event of Default under clause (b) or (II) if Licensee fails to cure a Licensee Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor to Licensee of a written notice of such failure or breach (“Event of Default Notice”), Licensor may, in addition to any and all other rights which it may have against Licensee under this Agreement, law or equity, terminate this Agreement immediately by giving written notice to Licensee (“Licensor Termination Notice”). In the event of willful and/or repeated Events of Default by Licensee (including, without limitation, the willful and repeated failure to make timely payment of all sums due and payable to Licensor hereunder), Licensor may immediately terminate this Agreement by giving written notice to Licensee, without limitation of any and all other rights which Licensor may have against Licensee under law or equity, and without any further obligation to Licensee hereunder.

Licensee Default. Licensor will copy Administrative Agent on any notice of breach that identifies itself as a notice of breach, default, suspension, termination issued to Licensee under, or any exercise by Licensor of any other remedy under Section 18 of, the License Agreement. Administrative Agent shall have the right, but not the obligation, upon notice to Licensor, to cure JPMorgan Chase Bank, N.A., as Administrative Agent November 21, 2011 any of the foregoing on behalf of Licensee during the time period for cure established in the default notice (provided that the commencement date for purposes of calculating any such cure period shall be the date on which the Administrative Agent receives the relevant notice from the Licensor). Licensor shall extend Administrative Agent’s right to cure for such reasonable period of time beyond the above cure period if: (i) the default is not a material default related to health or safety; (ii) the default is susceptible to cure; (iii) Administrative Agent notifies Licensor of Administrative Agent’s intention to cure the default as soon as reasonably practicable, but by no later than two (2) days prior to expiration of the cure period established in the default notice; (iv) all royalties, fees, charges, and other amounts due to Licensor or any of its affiliates under the License Agreement are kept current (other than those that are the subject of any good faith dispute); and (v) cure of the default is diligently pursued. The foregoing procedures shall apply separately each purported breach or default of the License Agreement.

Licensee Default. If Licensee defaults in the performance of any of its obligations under this License, in addition to all other rights Licensor may have at law or in equity, Licensor may terminate this License upon three (3) days' notice to Licensee. Licensee shall pay all reasonable legal fees incurred by Licensor in enforcing Licensor's rights hereunder. To the extent allowed by laws, Licensor and Licensee waive trial by jury in any action.

Licensee Default. If at any time during the term of this Agreement, Licensee defaults in the performance of any of its obligations hereunder, Licensor may terminate this Agreement upon giving thirty (30) days written notice to Licensee; provided, however, that Licensee may cure such default to Licensor’s reasonable satisfaction within said thirty (30) day period, and in the event of cure during such period, this Agreement shall continue in full force and effect.

Licensee Default. If the Licensee is in default under this License and such default shall continue for ten (10) days after Licensor has notified the Licensee by written notice of such default (except in the case of a default which cannot be remedied within ten (10) days and where Licensee shall have commenced and shall be diligently pursuing all necessary action to remedy such default), the Licensor may, but shall not be obligated to, cure the default or elect to terminate this License by providing Licensee written notice as provided for herein. Termination under this Paragraph 12 shall only be effective as of the end of the then current school year. The remedies under the terms of this License are not intended to be exclusive of any other rights or remedies Licensee may have and shall be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute.

Licensee Default. This Agreement shall, at the option of Owner in its sole discretion, cease and terminate upon written notice from Owner to Licensee, if any of the following occur: (a) Licensee fails to pay the License Fee or any other sums required by this Agreement when due; (b) Licensee violates or fails to perform any of the conditions, covenants or agreements of this Agreement (other than the payment of the License Fee or any other sums required by this Agreement), and any such violation or failure continues for a period of twenty (20) days after written notice thereof has been delivered by Owner to Licensee; or

Licensee Default. In the event that Licensee is in default of any provision of this Agreement and has failed to cure such default, Licensor may --- terminate this Agreement upon written notice to Licensee effective immediately.