Remedies; Termination Sample Clauses

Remedies; Termination. This Agreement may be terminated (in full or in part- as indicated below) as follows: a. Upon a material breach of this Agreement by a Party, including its Affiliates, successors or assigns, or any of their sublicensees (“Breaching Party”), which material breach has not been cured within sixty (60) days of its receipt of a written notice of breach from the Non-Breaching Party, the Breaching Party shall be in “Default” (excluding …..[REDACTED]*….. and the Non-Breaching Party shall have the following rights: * Material has been omitted pursuant to a request for confidential treatment, and the omitted contents were filed separately with the Securities and Exchange Commission. i. If the Default is due to a …..[REDACTED] *….. event by either Party, such Default shall be handled exclusively as provided in Section 3.4, which shall be the sole remedy therefore. ii. If Bimini is in Default with respect to its duties or obligations relating to the Celution Products, then Cytori shall be entitled to any remedies that Cytori may have available at law or in equity, and Cytori shall be entitled to suspend, but not cancel any and all Celution Product licenses& supply obligations to Bimini, until such time as the default is fully remedied. iii. If Cytori is in Default with respect to its duties or obligations relating to the Bimini’s Standalone Fat Transplantation Products(including the Puregraft Products), then Bimini shall be entitled to any remedies that Bimini may have available at law or in equity, and Bimini shall be entitled to suspend, but not cancel any and all licenses& supply obligations to Cytori, until such time as the default is fully remedied. iv. If Bimini’s Default is due to failure to pay Cytori the Initial Payment, or Royalty Purchase Payments due for the Puregraft Products, then Cytori shall be entitled to terminate this Agreement in its entirety, and all rights title and interest in the Cytori Technology related Standalone Fat Transplantation products (including the Puregraft Products and all future generations of each) are immediately hereby transferred and assigned back to Cytori. v. All other Defaults shall be subject to available remedies at law and in equity as appropriate.

Remedies; Termination. (a) Upon an Event of Default under any Schedule, all of Lessee's rights (including its rights to the Products), but not its obligations thereunder, shall automatically be canceled without notice and Lessor may exercise one or more of the following remedies in its sole discretion: (i) require Lessee to retum any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the Products in a single location designated by Lessor and to ▇▇▇▇▇ ▇▇▇▇▇▇ the right to enter the premises where such Products are located (regardless of where assembled) for the purpose of repossession; (ii) sell, lease or dispose of any or all Products (as agent and attorney-in-fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole ("Disposition"); (iii) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within days after the date of Lessor's demand; or (iv) proceed by appropriate court action either at law or in equity (including action for specific performance) to enforce the performance by ▇▇▇▇▇▇ or recover damages associated with such Event of Default or exercise any other remedy available to lessor in law or in equity. (b) Lessee shall pay all costs and expenses arising or incurred by Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession, transportation, re-furbishing, storage and Disposition of any or all Products ("Default Expenses"). In the event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any deficiency. With respect to this Section, to the extent the proceeds of the Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the Lease, or Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and all other amounts owing under the Lease, Lessee shall be entitled to such excess and shall have no further obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be by Lessor separately or together.

Remedies; Termination. (a) If a Default occurs, then at any time thereafter, prior to the curing thereof, Actinium shall be deemed to have automatically exercised its right to purchase the FFE pursuant to Section 2 hereof and the FFE Consideration shall be immediately due and payable, and Relmada may exercise any and all rights and remedies available to Relmada, with or without notice of demand, under this Agreement, at law, or in equity, to recover and collect the FFE Consideration and/or to terminate this Agreement. (b) Actinium shall pay all reasonable attorney and other fees, expenses and costs incurred by Relmada in protecting its rights under this Agreement and/or for any action taken by Relmada to collect any amounts due by Actinium under this Agreement.

Remedies; Termination. The failure by CSI to pay, when due, the principal, any interest, or any other sum payable under the Promissory Note, and continuance of such failure for five (5) business days after the date on which such principal, installment of interest, or other sum is due (whether upon maturity of a Promissory Note, upon any installment payment date, upon acceleration, or otherwise) shall constitute an event of default (an "Event of Default"). Upon such an Event of Default, JLB may exercise any and all of the remedies available to a secured creditor under the Uniform Commercial Code of the State of South Dakota. CSI agrees to pay JLB's costs of collection arising out of an Event of Default, including reasonable attorneys' fees.

Remedies; Termination. In the event of any default by Tenant hereunder as set forth in Paragraph 22.1 hereof, and in addition to any other remedies available to Landlord at law, in equity or elsewhere under this Lease, all of which rights and remedies shall be cumulative, with the exercise of one or more rights or remedies not to impair Landlord's right to exercise any other right or remedy (and which may be exercised with or without legal process as then may be provided or permitted by the laws of the State of California), Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving Tenant written notice of such election to terminate. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant: (a) the worth at the time of award of any unpaid Rent or other charges which had been earned at the time of such termination; plus (b) the worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could reasonably be avoided; plus (d) any other amount necessary to compensate, Landlord for all the detriment proximately caused by Tenant's failure to perform its obligation under this Lease, or which in the ordinary course of things would be likely to result therefrom, including attorneys fees and costs; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in Subparagraphs (a) and (b) above, the "worth at the time of award" is computed by allowing interest at the Lease Rate (as defined in Paragraph 22.11, below). As used in Subparagraph (c) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). The amount recoverable by Landlord pursuant to Subparagraph (d) above shall include, but is not limited to, any costs or expenses incurred by Landlord in maintaining or preserving the Premises after such default, preparing said Premises for reletting to a new tenant, accomplishing any rep...

Remedies; Termination. Licensee's rights under this License Agreement terminate when Licensee ceases to have any rights to the Covered Machine. In addition, if Licensee breaches any term or condition of this License Agreement, Bull may, in its sole discretion, exercise one or more of the following rights: (i) require Licensee to pay immediately to Bull to Properly Acquire and Activate all Unauthorized Built-In Capacity on the Covered Machine at the then-applicable Bull price; (ii) for all Bull products licensed to and all Bull services provided for the Covered Machine, require Licensee to pay immediately to Bull for all one-time and recurring charges (at the then-applicable Bull prices) that would have been due if Licensee had also Properly Acquired and Activated the Unauthorized Built-In Capacity for such products and services, retroactive to the first use of any Unauthorized Built-In Capacity on the Covered Machine; (iii) terminate this License Agreement, the licenses for Bull products used on the Covered Machine, and any other agreements relating to the Covered Machine; and (iv) pursue all other rights and remedies available at law or in equity. Bull's remedies for any breach of this License Agreement by Licensee survive termination.

Remedies; Termination. 14.1 Upon an event of default by either party, the other party shall have the right to terminate this Agreement by giving the defaulting party prior written notice of its intention to terminate. Termination shall automatically occur thirty (30) days after receipt by the defaulting party of such written notice if the default has not been cured. 14.2 Notwithstanding any of the above, the following rights and obligations of the respective parties shall survive termination under this Section 14: (a) the representations, warranties and indemnities under Section 10 shall bind the parties and their legal representatives, successors, heirs and assigns; (b) licenses and sublicenses granted by Netegrity and its Distributors to End Users pursuant to this Agreement prior to the date of termination shall continue in effect; (c) the testing, maintenance, customer support licenses granted for Internal Use shall continue in effect; (d) Netegrity and its Distributors shall be permitted, pursuant to the license rights and obligations of Section 2 and the payment obligations of Section 4 hereof, to grant sublicenses to End-Users for the Application Package for written orders received prior to the effective date of such termination, but in no event shall any right to sublicense pursuant to this provision extend for more than six (6) months beyond the effective date of termination; (e) all provisions of this Agreement relating to either party's proprietary rights or to confidentiality of information disclosed by either party; (f) the limitations of liability of Section 11; and (g) For four years from the effective date of termination, Licensor's obligation to provide the update and maintenance support described in Schedule D, under annual maintenance agreements then in force, provided that the End User(s) stay within version compliance of the support terms detailed in Schedule D, and subject to Netegrity paying the mutually agreed upon maintenance fee which is detailed Schedule C. 14.3 Should Licensor [**] of Section 2 of Schedule D [**] and such failure continues for thirty (30) days after receipt of written notice from Netegrity to Licensor, then Licensor shall pay a penalty to Netegrity. The amount of the penalty shall be equal to [**] dollars ($[**])[**], commencing thirty one (31) days after receipt of notice, [**] (i) in the event Netegrity provides refunds to the End User or Distributor, the greater of (a) [**] dollars ($[**]) or (b) the amount Netegrity actually refund...

Remedies; Termination. (a) Upon an Event of Default, Lessor may: (i) require Lessee to return any or all Products as provided in Section 7; (ii) without further notice, take possession of any or all Products ("Repossession") and for such purpose Lessee hereby (A) shall, if requested by Lessor, assemble the Products and deliver them to a location designated by Lessor and (B) grants Lessor the right to enter the premises where such Products are located for the purpose of Repossession; (iii) terminate this Agreement and/or any or all Schedules; (iv) without terminating or being deemed to have terminated this Agreement or any Schedule, sell, lease or otherwise dispose of any or all Products (as agent and attorney-in-fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole discretion ("Disposition"); or (v) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within 10 days after the date of Lessor's demand.

Remedies; Termination. Any party shall be deemed to be in “Default” hereunder if such party breaches, in any material respect, this Agreement (provided Operations shall be deemed to be in default hereunder (and a breaching party) if Tenant fails to perform its obligations, or fails to pay or fund any amount required to be paid or funded by Tenant, in accordance with the terms of the Master Management Agreement, except for (a) obligations required thereunder to be performed by Tenant for the personal benefit of Operations (where the failure to perform the same would not adversely affect Sub-Manager) and (b) payment of fees, reimbursements, indemnifications and other amounts required thereunder to be paid to Operations for its personal benefit (the obligations in clauses (a) and (b), collectively, “Personal Obligations”)) and (i) with respect to any monetary default, fails to cure the same within five (5) days of written notice from the non-breaching party of the default or (ii) with respect to any other default, fails to cure the same within thirty (30) days of written notice from the non-breaching party of the default, provided if such default contemplated by clause (ii) cannot be cured with the use of reasonable and diligent efforts within such 30-day period, such breaching party shall have such additional cure period (not to exceed ninety (90) days during the first year of the Term and sixty (60) days thereafter) as is reasonable to cure so long as such party continuously and diligently pursues such cure. In the event of any Default by any party hereunder, the other party shall have any and all rights and remedies available at law and in equity, which rights and remedies shall survive the expiration and/or termination of this Agreement, provided that, subject to Section 13(c), each party's right to terminate this Agreement shall be limited to the provisions of this Section 13. This Agreement may be terminated (x) by mutual agreement of Manager and Operations, and (y) upon the written notice of the party terminating this Agreement to the other party, after the occurrence of any of the events described in Section 13(a) or Section 13(b), as applicable.