Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Without Notice Licensee shall (x) willfully, intentionally and be deemed to be in bad faith breach any material provision of default under this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachAgreement, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written all rights granted herein shall automatically terminate without notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not been cured opposed by Licensee within sixty (60) days of such noticefiling; or (ii) or if Licensee shall willfully and intentionally and in bad faith purport to assign, delegate is adjudicated as bankrupt or otherwise transfer any insolvent; or if a bill ▇▇ equity or other proceeding for the appointment of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary receiver of Licensee without the written consent of Licensoror other custodian for Licensee's business or assets if filed and consented to by Licensee; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) or if a bankruptcy receiver or other permanent or temporary custodian of Licensee's assets or property, or any one part thereof, is appointed by any court of competent jurisdiction; or more subsidiaries if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than record for thirty (30) days after or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the date operation of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for terminationLicensee's business, the parties shall resolve such dispute in accordance with loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee loss of liability for breach of this Agreement, whether which would have a material adverse effect on Licensee; or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights if real or personal property of Licensee granted hereunder used in its business, the loss of which would have a material adverse effect on Licensee, shall terminate. Notwithstanding the foregoingbe sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee shall have at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to continue do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to dispose of its then existing inventory of Licensee Products for a period of up engage in the Business or otherwise forfeits the right to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by do or transact business in one or more market(s), in which event Licensee. (e) All 's rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of under this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)automatically terminate.

Termination by Licensor. Without limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (aas defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the License Fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event, provided however that if the occurrence of a Licensee Termination Event is in Term Year 1, any payments due under the acceleration provision above will be limited to monies payable in Term Year 1. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) This Agreement may be terminated 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable outside attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor if: to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “Licensee Event of Default” means the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, (y) fails to make timely payment of fees under this Agreement or (z) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail becoming unable to cure any other breach, and (i) under clause (x), such breach is not capable of curepay its debts; or (ii) under either clause (x) a petition being presented or (y)a meeting being convened for the purpose of considering a resolution for the making of an administration order, such breach is capable the winding-up, bankruptcy or dissolution of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patentbecoming insolvent; or (iv) a petition under any bankruptcy of or analogous act being filed by or against Licensee (which petition, if filed against Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect not have been dismissed by the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than relevant authority within thirty (30) days after thereafter); (v) Licensee executing an assignment for the date benefit of delivery creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or reorganization or any other like statute; or (viii) the occurrence of any event analogous to the foregoing. As used herein a “Licensee Termination Event” means (I) the occurrence of a curable Licensee Event of Default described in subclause (A) above that Licensee has failed to cure within thirty (30) days written notice from Licensor of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account occurrence of such breachdefault or, if such default is the failure to pay any installment or overage, within five (5) Business Days of notice from Licensor, (II) the occurrence of a non-curable Licensee Event of Default described in subclause (A) above and (III) the occurrence of a Licensee Event of Default described in subclause (B) above. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. The occurrence of any of the following events shall constitute good cause for LICENSOR, at its sole and absolute option and without prejudice to any other rights or remedies provided for hereunder or by law or equity, to immediately terminate this Agreement by giving written notice to LICENSEE: (a) This Agreement may be terminated by Licensor if: (i) Licensee shall (x) willfully, intentionally and in bad faith breach any material provision If LICENSEE breaches Section 6 or 15 of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing.Agreement; (b) To effect the termination If LICENSEE breaches any other term or condition of this Agreement, Licensor shall deliver Agreement and LICENSEE fails to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than cure such breach within thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p).notice thereof from LICENSOR; (c) Nothing If any Products are sold or distributed by LICENSEE, or LICENSEE otherwise knowingly suffers or permits such Products to enter into commerce, in this Section shall relieve Licensee of liability for breach of this Agreementany jurisdiction other than the Territory, whether or not Licensor is entitled to terminate this Agreement on account of such breach.except as permitted under any other written license between the parties; (d) Upon If LICENSEE determines to cease business, LICENSEE ceases to engage in the termination sale, manufacture and/or distribution of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up ninety (90) days other than by reason of the occurrence of a force majeure event or condition, LICENSEE liquidates or LICENSEE is ordered by a court of competent jurisdiction to six liquidate its business; (6e) months If LICENSEE fails to pay in full within ten (10) days when due any royalty payable to LICENSOR under Article 2 of this Agreement; (f) If LICENSEE files any voluntary petition in bankruptcy or liquidation or for any corporate reorganization or for any similar relief under the liquidation, bankruptcy or insolvency laws of any jurisdiction; upon the filing of any involuntary petition in bankruptcy or its equivalent against LICENSEE not dismissed within ninety (90) days from the filing thereof; the appointment of a receiver or administrator of any of LICENSEE's property or assets or the equivalent for LICENSEE by any court of any jurisdiction, which receiver or administrator shall not have been dismissed within ninety (90) days from the date of termination such appointment; if LICENSEE makes a general assignment for the benefit of this Agreement. All costs associated with creditors; if LICENSEE becomes unable to meet debts as they mature or any occurrence similar to any of the foregoing shall be borne by Licensee. (e) All rights and remedies of under the parties in respect laws of any breach jurisdiction irrespective of this Agreement occurring prior to the effective date whether such occurrences are voluntary or involuntary or whether they are by operation of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”)law or otherwise.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) WITHOUT NOTICE Licensee shall (x) willfully, intentionally and be deemed to be in bad faith breach any material provision of default under this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachLicense Agreement, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written all rights granted herein shall automatically terminate without notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not been cured within sixty (60) days actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary receiver of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a bankruptcy receiver or other permanent or temporary custodian of Licensee's assets or property, or any one part thereof, is appointed by any court of competent jurisdiction; or more subsidiaries if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than record for thirty (30) days after or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the date Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of delivery to Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether property related thereto; or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights if any material real or personal property of Licensee granted hereunder used in its Primary Services business shall terminate. Notwithstanding the foregoingbe sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee shall have at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive remaining market(s) in the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Section 11 (“Miscellaneous”)Permits.

Termination by Licensor. (a) This Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may be terminated by Licensor if:have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee shall (x) willfully, intentionally and defaults in bad faith breach the performance of any material provision of its obligations provided for in this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such noticeAgreement; or (ii) Licensee shall willfully have failed to deliver to Licensor or to maintain in full force and intentionally and effect the insurance referred to in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of LicensorParagraph 8(b) hereof; or (iii) Licensee shall abandon fail to make any payment due hereunder on the use of the Licensed Patentdate due; or (iv) a bankruptcy Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be unable to pay its debts when due, or shall make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or control: or (x) A manufacturer approved pursuant to Paragraph 11(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any other agreement in effect between Licensee on the one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur hand and be continuingLicensor on the other. (b) To effect In the termination event any of this Agreementthese defaults occur, Licensor shall deliver give notice of termination in writing to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail by facsimile and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticecertified mail. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six ten (610) months days from the date of termination giving notice in which to correct any of this Agreement. All costs associated with the foregoing shall be borne by Licensee. these defaults (eexcept subdivisions (vii), (viii), (xi) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition(xiii) above which are not curable), the following provisions of and failing such, this Agreement shall explicitly survive its termination: Section 9 thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (“WARRANTY DISCLAIMER”); including Guaranteed Consideration) shall then be promptly due and Section 11 (“Miscellaneous”)payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) WITHOUT NOTICE Licensee shall (x) willfully, intentionally and be deemed to be in bad faith breach any material provision of default under this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachLicense Agreement, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written all rights granted herein shall automatically terminate without notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not been cured within sixty (60) days actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary receiver of Licensee without the written consent of Licensoror other custodian for Licensee's business or assets is filed and consented to by Licensee; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) or if a bankruptcy receiver or other permanent or temporary custodian of Licensee's assets or property, or any one part thereof, is appointed by any court of competent jurisdiction; or more subsidiaries if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than record for thirty (30) days after or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the date Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of delivery to Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether property related thereto; or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights if any material real or personal property of Licensee granted hereunder used in its Primary Services business shall terminate. Notwithstanding the foregoingbe sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee shall have at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive remaining market(s) in the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Section 11 (“Miscellaneous”)Permits.

Termination by Licensor. (a) This Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall mean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be terminated by Licensor ifset forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i1) If Licensee applies for or consents to the appointment of a receiver, judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall (x) willfullybe entered by any court of competent jurisdiction on the application of a creditor, intentionally and in bad faith breach any material provision adjudicating Licensee a bankrupt or insolvent or approving a petition seeking reorganization of this Agreement Licensee or (y) willfullyappointing a receiver, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable trustee or liquidator of cure; Licensee or (ii) under either clause (x) of all or (y), such breach is capable a substantial part of cure, Licensor has given written notice the assets of such breach to Licensee, and any such breach has not been cured order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (2) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (3) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within sixty (60) days after such payment is past due, provided that if this subclause (A)(3) is triggered 3 or more times during the term of this Agreement, such sixty (60) day period shall be reduced to thirty (30) days; (4) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall 37 be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same; (5) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (6) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (7) If Licensee defaults on its obligations under the Management Agreement, the Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such noticeother agreement; (8) If Licensee's right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other action of a Governmental Authority, other than for a temporary loss of Licensee's possession as a result of Force Majeure; (9) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(C), or (c) commence operation of the Hotel/Casino as required by Section 5(M) of this Agreement; (10) If there is any violation of any transfer provision contained in Section 16 of this Agreement; or (11) If Licensee, in any material respect, violates: (i) the noncompetition covenants contained in Section 17(A) of this Agreement; or (ii) Licensee shall willfully and intentionally and the confidential information covenants contained in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination Section 20 of this Agreement, Licensor shall deliver and, in each case, if such violation is capable of being cured, fails to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty cure such violation within sixty (3060) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p)Licensor's written notice thereof. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. In addition to the foregoing, Licensor may terminate this Agreement in the following circumstances: 11.3.1 Immediately upon notice if Licensee or Licensee's sub-contractors commit a material breach of any of their obligations concerning the scope of use or the protection of the Licensor Technology, or Confidential Information; or 11.3.2 Immediately upon notice if Licensee's Authorized Distributor commits a material breach of any of its obligations concerning the scope of use or protection of the Licensor's Technology or Applications, or Confidential Information and Licensee fails to take appropriate action, including termination of its agreement with the breaching Authorized Distributor; or 11.3.3 Immediately upon notice if Licensee (a) This Agreement may seeks the liquidation, reorganization, dissolution or winding-up of itself, (b) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its assets, (c) makes a general assignment for the benefit of its creditors, (d) commences a voluntary case under the applicable bankruptcy laws, or (e) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or readjustment of debts, or is reasonably likely to engage in any of the above (and Licensee agrees to terminate any of its Authorized Distributors who takes any of the above actions); or 11.3.4 Immediately upon notice if a proceeding or case shall be terminated by Licensor if: (i) commenced or is reasonably likely to commence against Licensee without the application or consent of Licensee and such proceeding or case shall (x) willfullycontinue undismissed, intentionally or an order, judgment or decree approving or ordering any of the following shall be entered and continue unstayed and in bad faith breach any material provision effect, for a period of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days from and after the date service of such notice; or process is effected upon the party, seeking (iia) Licensee shall willfully and intentionally and in bad faith purport to assignLicensee's liquidation, delegate reorganization, dissolution or otherwise transfer any winding-up, or the composition or readjustment of its rightsdebts, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination appointment of this Agreementa trustee, Licensor shall deliver to receiver, custodian, liquidator or the like of Licensee a written notice or of terminationall or any substantial part of its assets, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). or (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties similar relief in respect of Licensee under any breach law relating to bankruptcy, insolvency, reorganization, winding-up or the composition or readjustment of this Agreement occurring prior debts (and Licensee agrees to terminate any Authorized Distributor who is subject to any of the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”above actions or events).

Termination by Licensor. (a) This Licensor may not terminate this Agreement prior to the expiration of its term except for “good cause”, which shall mean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee’s rights hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be terminated by Licensor ifset forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to the appointment of a receiver, judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall (x) willfullybe entered by any court of competent jurisdiction on the application of a creditor, intentionally adjudicating Licensee a bankrupt or insolvent or approving a petition seeking reorganization of Licensee or appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and any such order, judgment, or decree shall continue unstayed and in bad faith breach effect for any material provision period of this Agreement or sixty (y60) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or consecutive days; (ii) under either clause If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (xiii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or (y)more times during the term of this Agreement, such ten (10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach is capable of cureany non-monetary covenant, Licensor has given written notice of obligation, term, condition, warranty or certification herein and fails to cure such breach to Licensee, and such breach has not been cured noncompliance or deficiency within sixty (60) days after Licensor’s written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same to completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such noticeother agreement; (viii) If Licensee’s right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other action of a Governmental Authority, other than for a temporary loss of Licensee’s possession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any violation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or any Affiliate, in any material respect, violates: (i) the non-competition covenants contained in Section 17(A) of this Agreement; or (ii) the confidential information covenants contained in Section 20 of this Agreement, and, in each case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor’s written notice thereof; (xii) If Licensee fails to make a diligent, good faith effort to obtain and maintain a liquor license for the Hotel/Casino; or (iixiii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee is in good faith disputes that Licensor has default, after expiration of any applicable cure period, under any obligation to a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(pSecured Party (as hereinafter defined). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may be terminated by Licensor if:have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee shall (x) willfully, intentionally and defaults in bad faith breach the performance of any material provision of its obligations provided for in this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such noticeAgreement; or (ii) Licensee shall willfully have failed to deliver to Licensor or to maintain in full force and intentionally and effect the insurance referred to in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensorsubparagraph 7(c) hereof; or (iii) If Licensee shall abandon fail to make any payments due hereunder on the use of the Licensed Patentdate due; or (iv) a bankruptcy If Licensee shall fail to deliver any of Licenseethe statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be unable to pay its debts when due, or shall make any one assignment for the benefit of creditors, or more subsidiaries shall file any petition under the bankruptcy or insolvency laws of any jurisdiction, country or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee holding more than forty percent does not commence in good faith to manufacture, distribute and sell each Licensed Product(s) and utilize each Character set forth in the Name and Character within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character within the Territory. Such default and Licensor's resultant right of termination (40%or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of its consolidated assets the Licensed Products(s) without the prior written approval of Licensor as provided in paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to subparagraph 10(b) hereof shall occur and be continuingengage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a third party for delivery outside the Territory; or (xii) If Licensee shall breach any other agreement in effect between Licensor or any other client or Warner Bros. Consumer Products on the other. (b) To effect In the termination event any of this Agreementthese defaults occur, Licensor shall deliver give notice of termination in writing to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticeby certified mail. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six ten (610) months days from the date of termination receiving notice in which to correct any of this Agreement. All costs associated with the foregoing shall be borne by Licensee. these defaults (eexcept subdivisions (vi) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition(viii) above which are not curable), the following provisions of and failing such, this Agreement shall explicitly survive its termination: Section 9 thereupon immediately terminate and any and all payments then or later due from Licensee hereunder (“WARRANTY DISCLAIMER”); including Guaranteed Consideration) shall then be promptly due and Section 11 (“Miscellaneous”)payable and no portion of prior payments shall be repayable to Licensee.

Termination by Licensor. (a) This Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may be terminated by Licensor if:have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee shall (x) willfully, intentionally and defaults in bad faith breach the performance of any material provision of its obligations provided for in this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such noticeAgreement; or (ii) Licensee shall willfully have failed to deliver to Licensor or to maintain in full force and intentionally and effect the insurance referred to in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of LicensorParagraph 7(c) hereof; or (iii) If Licensee shall abandon fail to make any payments due hereunder on the use of the Licensed Patentdate due; or (iv) a bankruptcy If Licensee shall fail to deliver any of Licenseethe statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be unable to pay its debts when due, or shall make any one assignment for the benefit of creditors, or more subsidiaries shall file any petition under the bankruptcy or insolvency laws of any jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee holding more than forty percent does not commence in good faith to manufacture, distribute and sell each Licensed Product(s) and utilize each Character set forth in the Licensed Property within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character within the Territory. Such default and Licensor's resultant right of termination (40%or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of its consolidated assets the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to Paragraph 10(b) hereof shall occur engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a third party for delivery outside the Territory; or (xii) If Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiii) If Licensee shall breach any other agreement in effect between Licensee and be continuingLicensor. (b) To effect In the termination event any of this Agreementthese defaults occur, Licensor shall deliver give notice of termination in writing to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticeby certified mail. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six ten (610) months days from the date of termination receiving notice in which to correct any of this Agreement. All costs associated with the foregoing shall be borne by Licensee. these defaults (eexcept subdivisions (vii), (viii), (xi) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition(xii) above which are not curable), the following provisions of and failing such, this Agreement shall explicitly survive its termination: Section 9 thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (“WARRANTY DISCLAIMER”); including Guaranteed Consideration) shall then be promptly due and Section 11 (“Miscellaneous”)payable and no portion of prior payments shall be repayable to Licensee.

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) WITHOUT NOTICE Licensee shall (x) willfully, intentionally and be deemed to be in bad faith breach any material provision of default under this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachLicense Agreement, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written all rights granted herein shall automatically terminate without notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not been cured within sixty (60) days actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary receiver of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a bankruptcy receiver or other permanent or temporary custodian of Licensee's assets or property, or any one part thereof, is appointed by any court of competent jurisdiction; or more subsidiaries if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than record for thirty (30) days after or longer (unless a supersedeas bond is filed); or if Licensee is dissolved except where the date Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of delivery to Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether property related thereto; or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights if any material real or personal property of Licensee granted hereunder used in its Primary Services business shall terminate. Notwithstanding the foregoingbe sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee shall have at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive remaining market(s) in the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Section 11 (“Miscellaneous”)Permits.

Termination by Licensor. a. If Licensee or any of its Affiliates or Sublicensees, anywhere in the Territory, institutes, prosecutes or otherwise participates in (a) This or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent Right is invalid, unenforceable or otherwise not patentable or would not be infringed by Licensee’s activities absent the rights and licenses granted hereunder, Licensor shall have the right to immediately terminate this Agreement may be terminated by Licensor if:in its entirety, including the rights of any Sublicensees, upon written notice to Licensee. b. If (i) Licensee shall (xand its Affiliates and Sublicensees) willfullyceases Development of all Licensed Products in a country for a period of [***], intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) a Licensed Product is not being Commercialized anywhere in the Territory by or (y), such breach is capable on behalf of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon is not actively engaged in Development activities for the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this AgreementUnited States market, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify have the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled right to terminate this Agreement on account of in its entirety by providing [***] prior written notice to Licensee; provided that such breach. (d) Upon the termination of this Agreementshall not be effective if Licensee, all rights of Licensee granted hereunder shall terminateits Affiliate or Sublicensee re-starts Development within such [***] notice period. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose normal pauses or gaps between or following clinical studies or other studies for the analysis of its then existing inventory data, preparation of Licensee Products for reports and design of future clinical studies or preparation of regulatory filings and other customary development functions not constituting clinical studies do not constitute a period cessation of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licenseedevelopment. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Agreement may be terminated by Licensor if: (i) Without Notice Licensee shall (x) willfully, intentionally and be deemed to be in bad faith breach any material provision of default under this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breachLicense Agreement, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written all rights granted herein shall automatically terminate without notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not been cured within sixty (60) days opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill ▇▇ equity or other proceeding for the appointment of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary receiver of Licensee without the written consent of Licensoror other custodian for Licensee's business or assets is filed and consented to by Licensee; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) or if a bankruptcy receiver or other permanent or temporary custodian of Licensee's assets or property, or any one part thereof, is appointed by any court of competent jurisdiction; or more subsidiaries if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than record for thirty (30) days after or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the date of delivery to Licensee of the notice. If Licensee in good faith disputes that Licensor has is a valid basis for terminationlimited partnership and, the parties shall resolve promptly Cellular One License Agreement 23 following dissolution, such dispute in accordance limited partnership is reconstituted with the resolution procedures referred same general partners; or if a suit to foreclose any lien or mortgage against real or personal property used in Section 11(p). the operation of Licensee's Cellular Telephone Service business is instituted against Licensee and not dismissed within thirty (c30) Nothing in this Section shall relieve Licensee of liability for breach of this Agreementdays or, whether if actively being opposed by Licensee, within one hundred eighty (180) days; or not Licensor if execution is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights levied against Licensee's Cellular Telephone Service business or property; or if any material real or personal property of Licensee granted hereunder used in its Cellular Telephone Service business shall terminate. Notwithstanding the foregoingbe sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee shall have at any time ceases to operate or otherwise abandons its Cellular Telephone Service business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit for one or more market(s) or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”remaining market(s) for which Licensee continues to hold FCC license(s).

Termination by Licensor. (a) This Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may be terminated by Licensor if:have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee shall (x) willfully, intentionally and materially defaults in bad faith breach the performance of any material provision of its obligations provided for in this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such noticeAgreement; or (ii) Licensee shall willfully have failed to deliver to Licensor or to maintain in full force and intentionally and effect the insurance referred to in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of LicensorParagraph 7(c) hereof; or (iii) Licensee shall abandon fail to make any payments due hereunder on the use of the Licensed Patentdate due; or (iv) a bankruptcy Licensee shall fail to deliver any of Licenseethe statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply in all material respects with any laws, or regulations as provided in Paragraph 13(f) or any one governmental agency or more subsidiaries other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing.applicable laws, regulations or standards, or in a manner likely to cause harm; or (bvi) To effect Licensee shall be unable to pay its debts when due, or shall make any assignment for the termination benefit of this Agreementcreditors, or shall file any petition under the bankruptcy or insolvency laws of any jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, distribute and sell the Licensed Products and/or Licensed Premiums) on or before the Marketing Date or thereafter fails to diligently and continuously execute the Licensed Promotion; or (viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any of the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor shall deliver to as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a change of control as defined in Attachment A, attached hereto and incorporated herein by reference, provided that Licensor must give written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than if at all, within thirty (30) days after written notice of the change in control is given to Licensor by Licensee; or [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8(h), (i) or (j) hereof; or (xi) A manufacturer approved pursuant to Paragraph 10(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xii) Licensee delivers or sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xiii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiv) Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading as they pertain to this Agreement; or (xv) Licensee shall materially breach any other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee in the manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of delivery giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (x) and (xii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be immediately due and payable in full and no portion of the notice. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties those prior payments shall resolve such dispute in accordance with the resolution procedures referred be repayable to in Section 11(p)Licensee. (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue terminate this Agreement without prejudice to dispose any other rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise at law or in equity, if Licensor defaults in the performance of any of its then existing inventory obligations provided for in this Agreement or in the event of a material breach by Licensor of its warranties or representations set forth in this Agreement. In the event any such default occurs, Licensee Products for a period shall give notice of up termination in writing to six Licensor by certified mail. Licensor shall have thirty (630) months days from the date of termination of this Agreement. All costs associated with giving notice in which to correct any default or, if the foregoing shall be borne by Licensee. correction would reasonably take more than thirty (e30) All rights days, such additional time as is needed so long as Licensor diligently pursues such correction, and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In additionfailing such correction, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”)thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; and Section 11 (“Miscellaneous”)provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.

Termination by Licensor. The rights (including the Enhancement License) granted by a Licensor under an Enhancement License Agreement and this Master Agreement may, at such Licensor's option, upon written notice to ACTV, be terminated by such Licensor at any time after any of the following occurrences: (a) This An assignment by ACTV for the benefit of creditors, a filing by ACTV of a voluntary petition in bankruptcy, a filing of a petition against or an adjudication of ACTV under any bankruptcy or insolvency law not discharged within 45 days, or an appointment of a receiver for all or any portion of ACTV's property not discharged within 30 days; (b) Any breach by ACTV of any payment or other monetary covenant or obligation hereunder, which breach is not cured within 15 days after ACTV's receipt of written notice thereof from the Licensor; (c) Any intentional breach by ACTV of any covenant or obligation hereunder to refrain from exhibiting or distributing any specified programming or advertising in any particular locale; or (d) Any breach by ACTV of any material representation, warranty, covenant or obligation hereunder or under the Enhancement License Agreement with such Licensor (other than any covenant or obligation referred to in Sections 9(b) or 9(c) which is not cured within 30 days after written notice thereof to ACTV; provided that if ACTV is unable to cure such breach because of the nature of such breach, the Licensor may be terminated by Licensor if: not terminate such Enhancement License Agreement if (i) Licensee shall (x) willfullywithin 30 days after such notice to ACTV, intentionally and in bad faith breach any material provision ACTV has taken reasonable steps to prevent a recurrence of this Agreement or (y) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is and such breach does not capable of cure; give rise to continuing damages to such Licensor, or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, and such breach has not been cured within sixty (60) days of such notice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer caused by any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reason beyond ACTV's reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the noticecontrol. If Licensee in good faith disputes that Licensor has a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section 9 shall relieve Licensee be deemed to limit any cause of liability for breach of this Agreementaction or recourse (except as herein otherwise expressly provided with respect to the termination hereof) which Liberty or any Licensor may have against ACTV, whether in common law, in equity, by statute or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreementotherwise, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne any breach by Licensee. (e) All rights and remedies of the parties in respect ACTV of any breach warranty, covenant or obligation of this ACTV hereunder or under any Enhancement License Agreement occurring prior to the effective date of its termination shall survive the termination of this or any misrepresentation by ACTV hereunder or under any Enhancement License Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. (a) This Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall mean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be terminated by Licensor ifset forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to the appointment of a receiver, judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall (x) willfullybe entered by any court of competent jurisdiction on the application of a creditor, intentionally adjudicating Licensee a bankrupt or insolvent or approving a petition seeking reorganization of Licensee or appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and any such order, judgment, or decree shall continue unstayed and in bad faith breach effect for any material provision period of this Agreement or sixty (y60) willfully, intentionally and in bad faith fail to cure any other breach, and (i) under clause (x), such breach is not capable of cureconsecutive days; or 44 (ii) under either clause If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (xiii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or (y)more times during the term of this Agreement, such ten (10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach is capable of cureany non-monetary covenant, Licensor has given written notice of obligation, term, condition, warranty or certification herein and fails to cure such breach to Licensee, and such breach has not been cured noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same to completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such noticeother agreement; (viii) If Licensee's right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other action of a Governmental Authority, other than for a temporary loss of Licensee's possession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any violation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or any Affiliate, in any material respect, violates: (i) the non-competition covenants contained in Section 17(A) of this Agreement; or (ii) the confidential information covenants contained in Section 20 of this Agreement, and, in each case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor's written notice thereof; (xii) If Licensee fails to make a diligent, good faith effort to obtain and maintain a liquor license for the Hotel/Casino; or (iixiii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties responsibilities or obligations under this Agreement to any person other than a wholly-owned subsidiary of Licensee without the written consent of Licensor; or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a bankruptcy of Licensee, or any one or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, Licensor shall deliver to Licensee a written notice of termination, which notice shall specify the basis therefor in reasonable detail and an effective date of termination not less than thirty (30) days after the date of delivery to Licensee of the notice. If Licensee is in good faith disputes that Licensor has default, after expiration of any applicable cure period, under any obligation to a valid basis for termination, the parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(pSecured Party (as hereinafter defined). (c) Nothing in this Section shall relieve Licensee of liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on account of such breach. (d) Upon the termination of this Agreement, all rights of Licensee granted hereunder shall terminate. Notwithstanding the foregoing, Licensee shall have the right to continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any breach of this Agreement occurring prior to the effective date of its termination shall survive the termination of this Agreement. In addition, the following provisions of this Agreement shall explicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).