Common use of Term Termination and Effects of Termination Clause in Contracts

Term Termination and Effects of Termination. (a) This Agreement shall be valid for the Term. If the Parties agree to extend the Term, a new agreement shall be executed upon mutually agreeable terms and conditions. (b) This Agreement will stand automatically terminated in the event of: (i) either Party’s insolvency, bankruptcy, liquidation, dissolution, winding up, assignment to the benefit of its creditors, appointment of a receiver; or (ii) suspension, cancellation or revocation of the requisite approvals, licenses, authorizations and permits of either Party from the concerned governmental or regulatory bodies, that are necessary for the purposes of this Agreement. (iii) if the monthly subscription for that channel is less than 5% (Five percent) of the monthly average active subscriber base of Delinet in the target market, in each of the immediately preceding 6 (six) consecutive months. (c) Delinet shall have the right to terminate this Agreement if the Broadcaster fails to make timely payment of any Carriage Fee and such non-payment continues even after expiry of Due date of payment as mentioned in the invoice. (d) In the event of termination of the Agreement by Delinet, Delinet shall stop carrying the Channel(s) on Delinet’s Cable Television Networks and/or IPTV and also seize the integrated receiver decoders/professional integrated receiver decoders, CAM Modules, viewing cards/smart cards and remotes of the Channel(s) (“Equipment”) of the Channel(s) until such time as due payment is made by Broadcaster along with late payment interest fee calculated at 24% (twenty four percent) per annum for the period of delay in payment. Additionally, Delinet shall have the right to initiate applicable legal proceedings against the Broadcaster for, inter alia, recovery of the due amount and any other equitable remedy that may be available to Delinet.

Term Termination and Effects of Termination. ‌ 9.1 This Agreement commenced on the Commencement Date and this Agreement and the licences granted hereunder shall continue until terminated in accordance with the remaining provisions of this Clause 9,‌ (a) the “Term”). 9.2 This Agreement shall be valid terminate automatically, without the need for notice from either party, on the Term. If the Parties agree to extend the Term, a new agreement shall be executed upon mutually agreeable terms and conditions4th anniversary of Completion. (b9.3 Should VEL consider Company is in and remains in material breach of this Agreement which is capable of remedy, and wishes to serve notice under Clause 9.4(c) This Agreement will stand automatically terminated in the event of: (ior Clause 9.4(h) either Party’s insolvencyto terminate this Agreement, bankruptcy, liquidation, dissolution, winding up, assignment to the benefit of its creditors, appointment of a receiver; or (iithen before any notice is validly served under Clause‌ 9.4(c) suspension, cancellation or revocation Clause 9.4(h) VEL must first give Company prior written notice of the requisite approvalsbreach (a “Material Breach Notice”). Where VEL gives a Material Breach Notice under this Clause 9.3, licenses, authorizations and permits of either Party from this shall immediately engage the concerned governmental or regulatory bodies, that are necessary for the purposes of this AgreementEscalation Procedure. (iii) if the monthly subscription for that channel is less than 5% (Five percent) of the monthly average active subscriber base of Delinet in the target market, in each of the immediately preceding 6 (six) consecutive months. (c) Delinet 9.4 VEL shall have the right to terminate this Agreement forthwith by written notice to the Company:‌ (a) on thirty (30) days' prior written notice if the Broadcaster fails Company challenges VEL's ownership of, entitlement to make timely payment license (save to the extent that such licence would be in breach of this Agreement) and/or the validity of the Licensed Marks unless any such challenge is withdrawn within the thirty (30) days following written notice from VEL; or (b) if the Company is Insolvent; or (c) subject to Clause 9.3, if the Company is in and remains in material breach of this Agreement (including any persistent breaches of any Carriage Fee provision of this Agreement, which together amount to a material breach of this Agreement) which, if capable of remedy, has not been cured pursuant to and such non-payment continues even after expiry of Due date of payment as mentioned within the period specified in the invoice.Escalation Procedure and Remedial Plan at Schedule 16; or‌ (d) In if the event Company in material breach of this Agreement commits any act or omission which: (i) results in the Names being brought into serious disrepute which cannot be remedied within a thirty (30) day period; and, (ii) has had, or is reasonably likely to have, a material adverse impact on the Virgin Marks and the Virgin Group; or (e) within thirty (30) days of completion of the change of Control if the Company undergoes a change of Control other than a Permitted Change of Control, and upon such notice the provisions of Clause 9.6 shall apply to the Company as though this Agreement had been terminated; or (f) if a Guarantee is not entered into by the Guarantor pursuant to Clause 5.15 within twenty (20) Business Days of the date of the Permitted Change of Control of Company; (g) in accordance with Clause 5.18; or (h) subject to Clause 9.3 and paragraph 1.15 of Schedule 18, immediately if the Company deliberately and intentionally materially breaches and remains in material breach of Clause 3.28, or transfers a material proportion of the Group's assets out of the Group (excluding any bona fide arm's length transactions, or where required pursuant to any law, regulation, regulatory authority direction or bona fide reorganisation) deliberately and intentionally to circumvent and deprive VEL of substantially all of the intended economic benefit of this Agreement, and (it being accepted that any breach of Clause 3.28 or the transfer of assets out of the Group is always capable of remedy) such material breach or deliberate transfer has not been cured pursuant to and within the period specified in the Escalation Procedure and Remedial Plan at Schedule 16 (except that the period specified in paragraph 1.9(a) of Schedule 16 shall be twelve (12) months), and‌ upon termination being effective under this sub-clause (h) only, the Company shall, in full, final and irrevocable settlement of any and all claims VEL may have against the Company, whether known or unknown and howsoever arising, pay to VEL an amount equal to the Royalties that would have been payable by the Company to VEL in respect of the period between the date of termination and the 4th anniversary of Completion had this Agreement not been terminated plus, if it has not yet been paid or become payable, any payment under Clause 4.9, such payment to be made within thirty (30) Business Days of the Agreement by Delinet, Delinet shall stop carrying the Channel(s) on Delinet’s Cable Television Networks and/or IPTV and also seize the integrated receiver decoders/professional integrated receiver decoders, CAM Modules, viewing cards/smart cards and remotes date of the Channel(s) (“Equipment”) of the Channel(s) until such time as due payment is made by Broadcaster along with late payment interest fee calculated at 24% (twenty four percent) per annum for the period of delay in payment. Additionally, Delinet termination. 9.5 The Company shall have the right to initiate applicable legal proceedings against terminate this Agreement: (a) if, at any time during the Broadcaster forTerm, inter aliaVEL or any Virgin Entity (or any of their respective employees, recovery directors, agents or representatives) commits any act or omission which: (i) results in the Virgin Marks being brought into serious disrepute which cannot be remedied within a thirty (30) day period to Company's reasonable satisfaction; or (ii) has had, or is reasonably likely to have, a material adverse impact on the Company's business; forthwith by written notice to VEL if an order is made or an effective resolution is passed for the winding-up of VEL (except for the purpose of a solvent amalgamation or bona fide reconstruction); and (b) forthwith by written notice to VEL if a liquidator, receiver, administrator, administrative receiver or other similar officer is appointed in respect of VEL or an encumbrancer takes possession of any material part of VEL's assets. 9.6 Subject to Clause 9.4, upon termination of this Agreement for any reason, the Company shall:‌ (a) within the Cessation Period cease to use as a sign in the course of trade any of the due Licensed Marks (including without limitation in relation to the Permitted E- Presence); (b) within the Cessation Period remove from any establishment or place all representations of the Licensed Marks used as a sign in the course of trade including without limitation all signs or display material bearing the Licensed Marks; (c) within the Cessation Period take reasonable steps to destroy any materials (other than materials constituting business records of the VM Group or materials digitally stored in archive) in its possession or under its control which reproduce or display the Licensed Marks; (d) within the Cessation Period change its name to a name that does not incorporate the word Virgin, or anything confusingly similar to, synonymous with or a translation or transliteration thereof; (e) after the Cessation Period, refrain from using the Licensed Marks as a sign in the course of trade at any time in the future and not hold itself out in any way as a licensee of VEL and/or as licensed or entitled to use the Licensed Marks and otherwise refrain from any action that would constitute any infringement of the Licensed Marks or amount to passing off of a current ongoing relationship between it and VEL; and (f) within the Cessation Period cease to make any other equitable remedy use of any signs, displays, advertising, publicity or promotional materials in the course of trade which incorporate the name, likeness or voice of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. 9.7 Nothing in Clause 9.6 shall require the Company or any member of the VM Group to: (a) undertake any debranding activities to the extent doing so would be contrary to Applicable Law or require removal of a sign or mark that may is not used as a sign in the course of trade; (b) recall any products or materials bearing the Licensed Marks which are already in the possession of customers at the date of termination of this Agreement; or (c) recall, sanitise or destroy any business records, historic products or materials bearing or incorporating the Licensed Marks which are in its possession or control or which it reasonably requires to retain in order to meet its document retention policy or satisfy any Applicable Laws or customer requests (for example, a customer's request for a historic bank statement bearing the Licensed Marks). 9.8 VEL and the Company agree that the debranding of the Licensed Marks required by Clause 9.6 shall be available to Delinet.undertaken in accordance with the Debranding Arrangements and each party shall bear their own costs incurred in connection with those Debranding Arrangements. 9.9‌