Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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 defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the 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 with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) 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 or 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 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 Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a substantial change of management; or (x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: License Agreement (Play by Play Toys & Novelties Inc)
Termination by Licensor. (aA) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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"):): ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. -----------------------------------
(i) I. Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) II. Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. 7 (cc ) hereof; or
(iii) III. Licensee shall fail to make any payments due hereunder on the date due; or
(iv) IV. Licensee shall fail to deliver any of the 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) V. Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) 13 (f), or if 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 or of applicable laws, regulations or standards standards, or in a manner likely to cause harm; or
(vi) VI. Subject to the conditions of the Licensor Congress Agreement, 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 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) VII. Licensee does not commence in good faith to manufacture, distribute and sell each of the 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; oror ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. -----------------------------------
(viii) VIII. Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Products(s) Products without the prior written approval of Licensor as provided in Paragraph 9 hereof; , or
(ix) IX. Licensee undergoes a substantial change of managementmanagement or control; or
X. Licensee uses artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8 (xh) or (I ) hereof; or
XI. A manufacturer approved pursuant to Paragraph 10.(b10 (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) XII. Licensee delivers or sells Licensed Products outside the Territory or of knowingly sells Licensed Products(s) Products 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 XIII. License 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) XIV. Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or
(xiv) XV. Licensee shall breach any other agreement in effect between Licensee on the one hand and Licensor on the other.
(bB) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mailin the manner prescribed in Paragraph 16 below. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) x), and (xiiixii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminateterminate , and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.. ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. -----------------------------------
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one anyone or more of the following events (herein called "defaults"):
(i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 or voluntary industry standards as provided in Paragraph 13.(f13(f) or any governmental agency or 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 or of applicable laws, regulations or standards 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 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 each the Licensed Products and utilize each character set forth in the and/or Licensed Property ("Character"Premiums) throughout the Territory on or before the Marketing Date and or thereafter fails to diligently and continuously manufacture, distribute and sell each of execute 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 requirementPromotion; or
(viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute, distribute (whichever first occurs, ) any of the Licensed Products(s) Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or
(ix) Licensee undergoes a substantial change of managementcontrol as defined in Attachment A, attached hereto and incorporated herein by reference, provided that Licensor must give written notice of termination, 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
(xxi) A manufacturer approved pursuant to Paragraph 10.(b10(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
(xixii) Licensee delivers or sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products(sProducts 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
(xiixiii) 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 ProductsProducts and/or Licensed Premiums; or
(xiiixiv) Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleadingmisleading as they pertain to this Agreement; or
(xivxv) 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 by facsimile and certified mailin the manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xix) and (xiiixii) 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 promptly immediately due and payable in full and no portion of those prior payments shall be repayable to Licensee.
(c) Licensee shall have the right to terminate this Agreement without prejudice to 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 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 shall give notice of termination in writing to Licensor by certified mail. Licensor shall have thirty (30) days from the date of giving notice in which to correct any default or, if the correction would reasonably take more than thirty (30) days, such additional time as is needed so long as Licensor diligently pursues such correction, and failing such correction, this Agreement shall thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this its Agreement without prejudice to any rights which it may havehave in the premises, whether pursuant to under the provisions of this the 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) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) The Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c) hereofsubparagraph 9(b)hereof; or
(iii) If the Licensee shall fail to make any payments payment due hereunder on the date due; or
(iv) If the Licensee shall fail to deliver any of the statements required herein 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) 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 Products Product(s) are harmful or defective in any way, manner manner, or form, or are being manufactured, sold or distributed in contravention or applicable laws, regulations or standards or in a manner likely to cause harm; or
(vi) If the 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 jurisdiction, county 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 the Licensee does not commence in good faith to manufacture, distribute distribute, and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") Product throughout the Territory and 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 Products(s) without the prior written approval of Licensor as provided date specified in Paragraph 9 hereof; or
(ix) Licensee undergoes a substantial change of management; or
(x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.subparagraph
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which that it may have, whether pursuant to the provisions of this Agreement, or otherwise in at law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"):
(i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c8(b) hereof; oror ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC.
(iii) Licensee shall fail to make any payments payment due hereunder on the date due[*]; or
(iv) Licensee shall fail to deliver any of the statements required herein 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 [*] days after written notice thereof is sent by Licensor to the Licensee; or
(v) Licensee shall fail to comply with any laws, laws or regulations or voluntary industry standards as provided in Paragraph 13.(f14(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 or applicable lawsregulations, regulations or standards or in a manner likely to cause harmharm to persons or property, [*]; 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 title on each character set forth in the Licensed Property ("Character") Platform throughout the Territory on or before the its applicable Marketing Date and Date, or thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize title on each Character Platform 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 title and Platform that Licensee fails to meet said Marketing Date requirementdistribute in accordance with the foregoing; or
(viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Products(sProduct(s) without the prior written approval of Licensor as provided in Paragraph 9 10 hereof; or
(ix) Licensee undergoes a substantial change of management[*]; or
(x) A manufacturer Licensee uses Artwork which has not been approved pursuant to by Licensor in compliance with the provisions of Paragraph 10.(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 Agreement10 hereof; or
(xi) [*]; or
(xii) 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 [*]; or
(xv) [*]. ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the one hand Securities and Licensor on Exchange Commission ("SEC") pursuant to Rule 24b-2 of the otherSecurities Exchange Act of 1934, as amended, and have been filed separately with the SEC.
(b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) [*] days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) above which are not curable)[*] days for payment [*], 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 promptly due and payable in full [*]. Notwithstanding anything to the contrary set forth in this Agreement, Licensor shall refund to Licensee the applicable Additional Consideration received by Licensor, as and no portion to the extent provided in Paragraph 4(b)(v), above.
(c) In the event of those prior payments any default by Licensor hereunder, Licensor shall be repayable have [*] days from the date of notice from Licensee in which to Licenseecure such default. Licensee shall have the right to terminate this Agreement without prejudice to 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 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 shall give notice of termination in writing to Licensor by certified mail. Licensor shall have [*] and failing such correction, this Agreement shall thereupon immediately terminate, [*].
Appears in 1 contract
Sources: Retail License Agreement (Interplay Entertainment Corp)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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 defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c8(b) hereof; or
(iii) Licensee shall fail to make any payments payment due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the statements required herein 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 13.(f14(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 or of applicable laws, regulations or standards 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") Product 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 Territoryas defined in Paragraph 1(c). Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s) and/or regions/countries within the specific Licensed Products, Territory in 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 Products(sProduct(s) without the prior written approval of Licensor as provided in Paragraph 9 10 hereof; or
(ix) Licensee undergoes a substantial change of managementmanagement or control. The term "control" as used in the preceding sentence shall mean the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the controlled entity; or
(x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one anyone or more of the following events (herein called "defaults"):
(i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f13(f) or any governmental agency or 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 or of applicable laws, regulations or standards 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 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 each of the Licensed Products and/or Licensed Premiums) 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 execute the Licensed Products Promotion 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 aspect of the Licensed ProductsPromotion (i.e. a specific Licensed Product and/or Licensed Premium), which or wherein Licensee fails to meet said Marketing Date requirement; or
(viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute, distribute (whichever first occurs, ) any of the Licensed Products(s) Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or
(ix) Licensee undergoes a substantial change of managementmanagement or control; or
(x) A manufacturer approved pursuant to Paragraph 10.(blO(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
(xi) Licensee delivers or sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products(sProducts 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
(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 ProductsProducts and/or Licensed Premiums; 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 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 by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: Promotional License Agreement (China Premium Food Corp)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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 defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7.(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) 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 or of applicable laws, regulations or standards 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 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 and the Distribution Channels 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, the specific country of the Territory and/or the specific Distribution Channel, 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 Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is immediately destroyed and Licensee provides a certificate of destruction to Licensor; or
(ix) Licensee undergoes a substantial change Saul Gamoran is no longer an executive officer of management▇▇▇▇▇▇▇e; or
(x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) the number of days specified as follows from the date of giving notice in which to correct any of these defaults the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii), (v) and (vi): fifteen (15) days; for all other subdivisions: thirty (30) days; 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Play by Play Toys & Novelties Inc)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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 defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c8(b) hereof; or
(iii) Licensee shall fail to make any payments payment due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the statements required herein 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 13.(f14(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 sold-or distributed in contravention or of applicable laws, regulations or standards 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 Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or
(ix) Licensee undergoes a substantial change of management; or
(x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which that it may have, whether pursuant to the provisions of this Agreement, or otherwise in at law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"):
(i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c8(b) hereof; or
(iii) Licensee shall fail to make any payments payment due hereunder on the date due[*]; or
(iv) Licensee shall fail to deliver any of the statements required herein 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 [*] days after written notice thereof is sent by Licensor to the Licensee; or
(v) Licensee shall fail to comply with any laws, laws or regulations or voluntary industry standards as provided in Paragraph 13.(f14(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 or applicable lawsregulations, regulations or standards or in a manner likely to cause harmharm to persons or property, [*]; 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 title on each character set forth in the Licensed Property ("Character") Platform throughout the Territory on or before the its applicable Marketing Date and Date, or thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize title on each Character Platform throughout the Territory. Such default and Licensor's resultant right of termination (or --------------- * Portions omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein title and Platform that Licensee fails to meet said Marketing Date requirementdistribute in accordance with the foregoing; or
(viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Products(sProduct(s) without the prior written approval of Licensor as provided in Paragraph 9 10 hereof; or
(ix) Licensee undergoes a substantial change of management[*]; or
(x) A manufacturer Licensee uses Artwork which has not been approved pursuant to by Licensor in compliance with the provisions of Paragraph 10.(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 Agreement10 hereof; or
(xi) [*]; or
(xii) 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 hand and Licensor on the other[*]; or
(xv) [*].
(b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) [*] days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) above which are not curable)[*] days for payment [*], 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 promptly due and payable in full [*]. Notwithstanding anything to the contrary set forth in this Agreement, Licensor shall refund to Licensee the applicable Additional Consideration received by Licensor, as and no portion to the extent provided in Paragraph 4(b)(v), above.
(c) In the event of those prior payments any default by Licensor hereunder, Licensor shall be repayable have [*] days from the date of notice from Licensee in which to Licenseecure such default. Licensee shall have the right to terminate this Agreement without prejudice to 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 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 shall give notice of termination in writing to Licensor by certified mail. Licensor shall have [*] and failing such correction, this Agreement shall thereupon immediately terminate, [*].
Appears in 1 contract
Sources: Retail License Agreement (Interplay Entertainment Corp)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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 defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c8(b) hereof; or
(iii) Licensee shall fail to make any payments payment due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the statements required herein 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 13.(f14(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 sold-or distributed in contravention or of applicable laws, regulations or standards 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 a Licensed Products and utilize each character set forth in the Licensed Property ("Character") Product 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 Territoryas defined in Paragraph 1(h). Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s) and/or regions/countries within the specific Licensed Products, Territory in which or wherein Licensee fails to meet said Marketing Date requirement. Licensor shall also have the right to recapture rights hereunder with respect to any Regions as set forth in Paragraph 1(b) which do not have approved distributors in place six (6) months after the date of execution of this agreement; or
(viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Products(sProduct(s) without the prior written approval of Licensor as provided in Paragraph 9 10 hereof; or
(ix) Licensee undergoes a substantial change of managementmanagement or control. The term "control" as used in the preceding sentence shall mean the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the controlled entity; or
(x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, otherwise upon the occurrence of any one or more of the following events (herein called "defaults"):
(i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7.(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) 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 or of applicable laws, regulations or standards 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 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 and the Distribution Channels 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, the specific country of the Territory and/or the specific Distribution Channel, 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 Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is immediately destroyed and Licensee provides a certificate of destruction to Licensor; or
(ix) Licensee undergoes a substantial change Saul Gamoran is no longer an executive officer of management▇▇▇▇▇▇▇▇; or
(x) A manufacturer approved pursuant to Paragraph 10.(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, except as provided for in Paragraph 10.(c) above; 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 hand and Licensor on the other.
(b) In the event any of these defaults occur, occur Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) the number of days specified as follows from the date of giving notice in which to correct any of these defaults the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii) , (v) and (vi) : fifteen (15) days; for all other subdivisions: thirty (30) days; 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Play by Play Toys & Novelties Inc)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may havehave in the premises, 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) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (csubparagraph 7(c) hereof; or
(iii) If Licensee shall fail to make any payments due hereunder on the date due; or
(iv) If Licensee shall fail to deliver any of the statements required herein 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.(f13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention or of applicable laws, regulations or standards 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 assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any jurisdiction, county 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 does not commence in good faith to manufacture, distribute and sell each Licensed Products Product(s) and utilize each character Character set forth in the Licensed Property ("Character") throughout 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 throughout within 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 ProductsProduct(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 the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph paragraph 9 hereof; or
(ix) If Licensee undergoes a substantial change of management; or
(x) A If a manufacturer approved pursuant to Paragraph 10.(bsubparagraph 10(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) If Licensee delivers or sells Licensed Products Product(s) 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 for delivery 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) If Licensee shall breach any other agreement in effect between Licensee on the one hand and Licensor or any other client or Warner Bros. Consumer Products on the other.
(b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving receiving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xivi) and (xiiiviii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, terminate and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: License Agreement (Play by Play Toys & Novelties Inc)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one anyone or more of the following events (herein called "defaults"):
(i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 or voluntary industry standards as provided in Paragraph 13.(f13(f) or any governmental agency or 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, [*] = 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. manner or form, or are being manufactured, sold or distributed in contravention or of applicable laws, regulations or standards 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 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 each the Licensed Products and utilize each character set forth in the and/or Licensed Property ("Character"Premiums) throughout the Territory on or before the Marketing Date and or thereafter fails to diligently and continuously manufacture, distribute and sell each of execute 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 requirementPromotion; or
(viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute, distribute (whichever first occurs, ) any of the Licensed Products(s) Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or
(ix) Licensee undergoes a substantial change of managementcontrol as defined in Attachment A, attached hereto and incorporated herein by reference, provided that Licensor must give written notice of termination, if at all, within thirty (30) days after written notice of the change in control is given to Licensor by Licensee; or
(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.(b10(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
(xixii) Licensee delivers or sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products(sProducts 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
(xiixiii) 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 ProductsProducts and/or Licensed Premiums; or
(xiiixiv) Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleadingmisleading as they pertain to this Agreement; or
(xivxv) 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 by facsimile and certified mailin the manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xix) and (xiiixii) 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 promptly immediately due and payable in full and no portion of those prior payments shall be repayable to Licensee.
(c) Licensee shall have the right to terminate this Agreement without prejudice to 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 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 shall give [*] = 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. notice of termination in writing to Licensor by certified mail. Licensor shall have thirty (30) days from the date of giving notice in which to correct any default or, if the correction would reasonably take more than thirty (30) days, such additional time as is needed so long as Licensor diligently pursues such correction, and failing such correction, this Agreement shall thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, otherwise upon the occurrence of any one or more of the following events (herein called "defaults"):
(i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7.(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) 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 or of applicable laws, regulations or standards 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 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 and the Distribution Channels 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, the specific country of the Territory and/or the specific Distribution Channel, 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 Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is immediately destroyed and Licensee provides a certificate of destruction to Licensor; or
(ix) Licensee undergoes a substantial change Saul Gamoran is no longer an e▇▇▇▇▇▇▇▇ ▇▇▇icer of managementLicensee; or
(x) A manufacturer approved pursuant to Paragraph 10.(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, except as provided for in Paragraph 10.(c) above; 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 hand and Licensor on the other.
(b) In the event any of these defaults occur, occur Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) the number of days specified as follows from the date of giving notice in which to correct any of these defaults the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii) , (v) and (vi) : fifteen (15) days; for all other subdivisions: thirty (30) days; 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Play by Play Toys & Novelties Inc)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may 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 defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7.(c) hereof; or
(iii) Licensee shall fail to make any payments due hereunder on the date due; or
(iv) Licensee shall fail to deliver any of the 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 with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) 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 or of applicable laws, regulations or standards 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 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 and the Distribution Channels 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, the specific country of the Territory and/or the specific Distribution Channel, 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 Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the -21- #90248 07978 00004 CORP 187184 event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is immediately destroyed and Licensee provides a certificate of destruction to Licensor; or
(ix) Licensee undergoes a substantial change Saul Gamoran is no longer ▇▇ ▇▇▇▇▇▇▇▇▇ officer of managementLicensee; or
(x) A manufacturer approved pursuant to Paragraph 10.(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 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 by facsimile and certified mail. Licensee shall have ten (10) the number of days specified as follows from the date of giving notice in which to correct any of these defaults the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii), (v) and (vi): fifteen (15) days; for all other subdivisions: thirty (30) days; 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Play by Play Toys & Novelties Inc)
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may havehave in the premises, 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) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7(c) hereof; or
(iii) If Licensee shall fail to make any payments due hereunder on the date due; or
(iv) If Licensee shall fail to deliver any of the statements required herein 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.(f13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention or of applicable laws, regulations or standards 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 assignment for the benefit of creditorscreditor, 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) In the event that Licensee does not commence in good faith to manufacture, distribute and sell each the Licensed Products Product(s) and utilize each character the Characters set forth in the Licensed Property ("Character") throughout 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 throughout the characters within 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 ProductsProduct(s), which or wherein Licensee fails to meet said Marketing Date requirementretirement; or
(viii) If Licensee shall manufacture, sell or distribute, whichever first occurs, any of 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) A If a manufacturer approved pursuant to Paragraph 10.(b10(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) If Licensee delivers or sells Licensed Products Product(s) 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 for delivery 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) If Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or
(xivxiii) If Licensee shall breach any other agreement in effect between Licensee on the one hand and Licensor on the otherLicensor.
(b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving receiving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiiixii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract
Termination by Licensor. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may havehave in the premises, 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) If Licensee defaults in the performance of any of its obligations provided for in this Agreement; or
(ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c7(c) hereof; or
(iii) If Licensee shall fail to make any payments due hereunder on the date due; or
(iv) If Licensee shall fail to deliver any of the statements required herein 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.(f13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention or of applicable laws, regulations or standards 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 assignment for the benefit of creditors, 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) In the event that Licensee does not commence in good faith to manufacture, distribute and sell each the Licensed Products Product(s) and utilize each character the Characters set forth in the Licensed Property ("Character") throughout 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 throughout the Characters within 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 ProductsProduct(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 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) A If a manufacturer approved pursuant to Paragraph 10.(b10(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) If Licensee delivers or sells Licensed Products Product(s) 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 for delivery 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) If Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or
(xivxiii) If Licensee shall breach any other agreement in effect between Licensee on the one hand and Licensor on the otherLicensor.
(b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving receiving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xiiixii) 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 promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.
Appears in 1 contract