Common use of Remedies; Termination Clause in Contracts

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 refunds to the End User or Distributor, but in no event more than [**]percent ([**]%) of the affected End User's or Distributor's license fee and annual maintenance fee for the Application Package or (ii) [**] dollars ($[**]) if no refunds are provided by Netegrity. 14.4 The rights and remedies set forth in this Section 14 are in addition to any other rights or remedies which otherwise may be available, in law or in equity.

Remedies; Termination. 14.1 Upon the occurrence and continuation --------------------- of an event Event of default by either partyDefault, the non-defaulting Party, in addition to any other party remedies it may have under this Agreement, may do any or all of the following (which remedies shall be cumulative): (a) Terminate this Agreement upon thirty (30) days' written notice to the defaulting party; provided, however, no such termination shall terminate Elwood's right to request, and Peoples obligation to grant, the easements referred to in Section 2.6 hereof pursuant to the terms and conditions set forth therein, which Section shall survive any such termination of this Agreement; and provided further, however, if Peoples terminates this Agreement as a result of an Event of Default, Peoples will enter into a new common facilities agreement with the Lenders or their nominee, for the remainder of the term hereof, effective as of the date of such termination, upon the terms, provisions, covenants and agreements herein contained and subject only to the rights, if any, of any parties then in possession of any part of the Lessor's Parcel, provided: (i) the Lenders, the Agent or its or their nominee shall make written request upon Peoples for such new common facilities agreement within fifteen (15) days after the date of such termination and such written request is accompanied by payment to Peoples of sums then due to Peoples under this Agreement; and (ii) the Lenders, Agent or their or its nominee shall pay to Peoples at the time of the execution and delivery of the new Agreement, any and all sums which would, at the time of the execution and delivery thereof, be due pursuant to this Agreement but for such termination, and in addition thereto, any expenses, including reasonable attorneys' fees, to which Peoples shall have been subjected by reason of such Event of Default. (b) Upon the occurrence of an Event of Default pursuant to Section 7.1(c), either (i) treat ▇▇▇▇▇▇ as a tenant in sufferance and charge ▇▇▇▇▇▇ for each day such Event of Default continues an amount equal to two (2) times the charge (calculated on a per diem basis) for the Office and Warehouse Space pursuant to Article III (which amount ▇▇▇▇▇▇ hereby agrees is a reasonable liquidated damage, and not a penalty), or (ii) to the extent permitted by law, Peoples may re-enter the Office and Warehouse Space and take complete and peaceful possession thereof, with process of law, but without the requirement of any additional notice (to ▇▇▇▇▇▇, any Lender or otherwise) and without relinquishing any other right given to terminate this Agreement the non-defaulting Party hereunder or by giving operation of Law. All property of ▇▇▇▇▇▇ removed from the defaulting party prior written notice Office and Warehouse Space by Peoples pursuant to the exercise of its intention rights under clause (ii) of the preceding sentence may be handled, removed or stored by Peoples at the cost and expense of ▇▇▇▇▇▇ and Peoples shall not be responsible in any event for the value, preservation or safekeeping thereof. ▇▇▇▇▇▇ shall reimburse Peoples upon demand with respect to terminate. Termination shall automatically occur such removal and storage and all such property not removed or retaken from storage by ▇▇▇▇▇▇ within thirty (30) days after receipt the Office and Warehouse Space Termination Date shall be conclusively deemed to have been conveyed by the defaulting party ▇▇▇▇▇▇ to Peoples as by ▇▇▇▇ of such written notice if the default has not been curedsale without further payment or credit by Peoples to ▇▇▇▇▇▇. 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) Exercise any other remedies available at Law or equity; provided, however, no such termination shall terminate Elwood's right to request, and Peoples obligation to grant, the testing, maintenance, customer support licenses granted for Internal Use shall continue easements referred to in effect; (d) Netegrity and its Distributors shall be permitted, Section 2.6 hereof pursuant to the license rights terms and obligations conditions set forth therein, which Section shall survive any such termination of Section 2 this Agreement. Upon any such termination, the non-defaulting party shall be entitled to ▇▇▇ for and recover damages arising from such Event of Default. ▇▇▇▇▇▇ may also terminate this Agreement or any one or more of the payment obligations Services without liability and without need to show cause by a notice in writing pursuant to Article XIII of Section 4 hereof, to grant sublicenses to End-Users for the Application Package for written orders received prior to this Agreement at least ninety (90) days before 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 refunds to the End User or Distributor, but in no event more than [**]percent ([**]%) of the affected End User's or Distributor's license fee and annual maintenance fee for the Application Package or (ii) [**] dollars ($[**]) if no refunds are provided by Netegrity. 14.4 The rights and remedies set forth in this Section 14 are in addition to any other rights or remedies which otherwise may be available, in law or in equity.