Common use of OBLIGATION TO PROCEED Clause in Contracts

OBLIGATION TO PROCEED. So long as Shamrock is providing the Personal Services to the full and complete satisfaction of Company, as expected by company and represented by Shamrock, and is not in breach of this Agreement, then Company shall utilize Shamrock’s Personal Services or to make any use whatsoever of the Results and Proceeds. If, however, Shamrock fails to provide the Personal Services to the full and complete satisfaction of Company, as expected by company and represented by Shamrock, or is in breach of this Agreement, Company shall have the absolute right to elect not to use Shamrock’s Personal Services pursuant to this paragraph by thirty (30) days written notice to Lender and Shamrock, and in such event, Lender shall retain those shares that have vested pursuant to Paragraph 2 above as of the date of election and Company shall be released and discharged from all obligations to Lender and Shamrock and Lender shall be released and discharged from the exclusivity provisions of Paragraph 9 above. Nothing hereunder shall limit Company’s rights or remedies in the event of an uncured material breach of this Agreement by Lender and Shamrock. Company shall have no liability for any other claim or claims of any nature, including, without limiting the generality of the foregoing, consequential or special damages as a result of Company’s exercise of its rights pursuant to this paragraph. Lender and Shamrock shall have 30 days upon written notice from Company to cure any failure or breach of this agreement.