Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the property related thereto; or if any material real or personal property of Licensee used in its Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. WITHOUT NOTICE Licensee The occurrence of any of the following events shall be deemed constitute good cause for LICENSOR, at its sole and absolute option and without prejudice to be in default under any other rights or remedies provided for hereunder or by law or equity, to immediately terminate this License Agreement, and all rights granted herein shall automatically terminate without Agreement by giving written notice to LicenseeLICENSEE: (a) If LICENSEE breaches Section 6 or 15 of this Agreement; (b) If LICENSEE breaches any other term or condition of this Agreement and LICENSEE fails to cure such breach within thirty (30) days after notice thereof from LICENSOR; (c) If any Products are sold or distributed by LICENSEE, or LICENSEE otherwise knowingly suffers or permits such Products to enter into commerce, in any jurisdiction other than the Territory, except as permitted under any other written license between the parties; (d) If LICENSEE determines to cease business, LICENSEE ceases to engage in the sale, manufacture and/or distribution of Products for a period of ninety (90) days other than by reason of the occurrence of a force majeure event or condition, LICENSEE liquidates or LICENSEE is ordered by a court of competent jurisdiction to liquidate its business; (e) If LICENSEE fails to pay in full within ten (10) days when due any royalty payable to LICENSOR under Article 2 of this Agreement; (f) If LICENSEE files any voluntary petition in bankruptcy or liquidation or for any corporate reorganization or for any similar relief under the liquidation, bankruptcy or insolvency laws of any jurisdiction; upon the filing of any involuntary petition in bankruptcy or its equivalent against LICENSEE not dismissed within ninety (90) days from the filing thereof; the appointment of a receiver or administrator of any of LICENSEE's property or assets or the equivalent for LICENSEE by any court of any jurisdiction, which receiver or administrator shall not have been dismissed within ninety (90) days from the date of such appointment; if Licensee becomes insolvent or LICENSEE makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated LICENSEE becomes unable to meet debts as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, they mature or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit occurrence similar to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the property related thereto; foregoing under the laws of any jurisdiction irrespective of whether such occurrences are voluntary or if any material real involuntary or personal property whether they are by operation of Licensee used in its Primary Services business shall be sold after levy thereupon by any sheriff, marshal, law or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permitsotherwise.

Termination by Licensor. WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: ; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: ; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the property related thereto; or if any material real or personal property of Licensee used in its Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. WITHOUT NOTICE Licensee shall be deemed to be in default under Licensor may terminate this License Agreement, and all the rights granted herein shall automatically terminate without of Licensee or any Sublicensee, by written notice to Licensee, Licensee immediately (or upon such other time period as indicated below) if Licensee becomes insolvent or makes a general assignment for any of the benefit of creditors; or if a petition in bankruptcy is filed by following events occur: (a) Licensee or any Sublicensee has committed a material breach of this Agreement and fails to remedy such breach within sixty (60) days of receipt of written notice of such breach; (b) Licensee or any Sublicensee has materially altered any Licensed Trademark without Licensor’s prior express written approval; (c) Licensee or any Sublicensee uses, markets, promotes or sells products or services bearing any Licensed Trademark in any manner that deceives or misleads the public or damages or impairs the reputation or value of any Licensed Trademark in any material respect; (d) Licensee or any Sublicensee challenges the validity or enforceability of, or Licensor’s right to use or license the use of, any Licensed Trademark or assists a third party in such a challenge, and fails to withdraw such challenge within five (5) days of Licensor’s written notice of its intent to terminate this Agreement due to such challenge; (e) Licensee or any Sublicensee files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state or has an involuntary petition filed against Licensee and not actively opposed by Licensee; it under the United States Bankruptcy Code or if Licensee is adjudicated as bankrupt a receiver appointed for its business, unless such petition or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days ordays; (f) Licensee or any Sublicensee undergoes a sale, if actively being opposed by Licenseemerger, within one hundred eighty consolidation, spin-off, public or private offering of securities or other transaction or series of related transactions resulting in a third party (180) days; or if execution is levied against Licensee's Primary Services business, other than Licensor or any of the property related thereto; or if any material real or personal property its Affiliates) obtaining control of Licensee used or such Sublicensee; or (g) Licensee assigns or transfers or attempts to assign or transfer this Agreement in its Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permitsviolation of ‎Article 6.

Termination by Licensor. WITHOUT NOTICE Without Notice Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇bill ▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: ; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly Cellular One License Agreement 23 following dissolution, such limited partnership is reconstituted with the same general partners: ; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services Cellular Telephone Service business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, Cellular Telephone Service business or any of the property related theretoproperty; or if any material real or personal property of Licensee used in its Primary Services Cellular Telephone Service business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services Cellular Telephone Service business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits).

Termination by Licensor. WITHOUT NOTICE Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for “good cause”, which shall be deemed to be in default under this License Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee’s rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if a petition in bankruptcy is filed by Licensee any order, judgment or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed decree shall be entered by any court of competent jurisdiction; jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or if proceedings for insolvent or approving a composition with creditors under any state or federal law should be instituted by petition seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record all or a substantial part of the assets of Licensee, and any such order, judgment, or decree shall continue unstayed and in effect for thirty any period of sixty (3060) consecutive days; (ii) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (iii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or longer more times during the term of this Agreement, such ten (unless supersedeas bond 10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor’s written notice thereof, or in the event cure within such sixty (60) day period is filed); or not possible, no termination shall be permitted by Licensor if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, commences cure within such limited partnership is reconstituted with sixty (60) day period and diligently pursues the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of Licensee's Primary Services business the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is instituted against Licensee and not dismissed within thirty convicted of or pleads guilty (30or the equivalent) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services businessto a felony, or any of other crime or offense (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect, the property related theretoLicensed Rights, or the goodwill associated therewith; or if any material real employee or personal property officer of Licensee used who is not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its Primary Services business obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (viii) If Licensee’s right of possession of the Licensed Location shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee terminated at any time ceases to operate for any cause whatsoever, or otherwise abandons its Primary Services business if a Lease is terminated or otherwise forfeits expires or if the right of possession of the Licensed Location is terminated due to do the Law or transact business other action of a Governmental Authority, other than for a temporary loss of Licensee’s possession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any violation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or any Affiliate, in any market(smaterial respect, violates: (i) the non-competition covenants contained in the Licensed TerritorySection 17(A) of this Agreement; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s(ii) the confidential information covenants contained in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s)Section 20 of this Agreement, and, in which event Licensee's rights each case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor’s written notice thereof; (xii) If Licensee fails to make a diligent, good faith effort to obtain and maintain a liquor license for the Hotel/Casino; or (xiii) If Licensee is in default, after expiration of any applicable cure period, under this License Agreement with respect any obligation to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permitsa Secured Party (as hereinafter defined).

Termination by Licensor. WITHOUT NOTICE Licensee shall be deemed to be in default under Licensor may terminate this License Agreement, and all the rights granted herein shall automatically terminate without of Licensee or any Sublicensee, by written notice to Licensee, Licensee immediately (or upon such other time period as indicated below) if Licensee becomes insolvent or makes a general assignment for any of the benefit of creditors; or if a petition in bankruptcy is filed by following events occur: (a) Licensee or any Sublicensee has committed a material breach of this Agreement and fails to remedy such breach within sixty (60) days of receipt of written notice of such breach; (b) Licensee or any Sublicensee has materially altered any Licensed Trademark without Licensor’s prior express written approval; (c) Licensee or any Sublicensee uses, markets, promotes or sells products or services bearing any Licensed Trademark in any manner that deceives or misleads the public or damages or impairs the reputation or value of any Licensed Trademark in any material respect; (d) Licensee or any Sublicensee challenges the validity or enforceability of, or Licensor’s right to use or license the use of, any Licensed Trademark or assists a third party in such a challenge, and fails to withdraw such challenge within five (5) days of Licensor’s written notice of its intent to terminate this Agreement due to such challenge; (e) Licensee or any Sublicensee files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state or has an involuntary petition filed against Licensee and not actively opposed by Licensee; it under the United States Bankruptcy Code or if Licensee is adjudicated as bankrupt a receiver appointed for its business, unless such petition or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days ordays; (f) Licensee or any Sublicensee undergoes a sale, if actively being opposed by Licenseemerger, within one hundred eighty consolidation, spin-off, public or private offering of securities or other transaction or series of related transactions resulting in a third party (180) days; or if execution is levied against Licensee's Primary Services business, other than Licensor or any of the property related thereto; or if any material real or personal property its Affiliates) obtaining control of Licensee used or such Sublicensee; or (g) Licensee assigns or transfers or attempts to assign or transfer this Agreement in its Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permitsviolation of Article 6.

Termination by Licensor. WITHOUT NOTICE Licensee shall be deemed to be in default under this License Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless a supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the property related thereto; or if any material real or personal property of Licensee used in its Primary Services business shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. WITHOUT NOTICE Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall be deemed to be in default under this License Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if a petition in bankruptcy is filed by Licensee any order, judgment or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed decree shall be entered by any court of competent jurisdiction; jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or if proceedings for insolvent or approving a composition with creditors under any state or federal law should be instituted by petition seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record all or a substantial part of the assets of Licensee, and any such order, judgment, or decree shall continue unstayed and in effect for thirty any period of sixty (3060) consecutive days; 44 (ii) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (iii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or longer more times during the term of this Agreement, such ten (unless supersedeas bond 10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is filed); or not possible, no termination shall be permitted by Licensor if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, commences cure within such limited partnership is reconstituted with sixty (60) day period and diligently pursues the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of Licensee's Primary Services business the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is instituted against Licensee and not dismissed within thirty convicted of or pleads guilty (30or the equivalent) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services businessto a felony, or any of other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the property related theretoLicensed Rights, or the goodwill associated therewith; or if any material real employee or personal property officer of Licensee used who is not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its Primary Services business obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (viii) If Licensee's right of possession of the Licensed Location shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee terminated at any time ceases to operate for any cause whatsoever, or otherwise abandons its Primary Services business if a Lease is terminated or otherwise forfeits expires or if the right of possession of the Licensed Location is terminated due to do the Law or transact business other action of a Governmental Authority, other than for a temporary loss of Licensee's possession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any violation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or any Affiliate, in any market(smaterial respect, violates: (i) the non-competition covenants contained in the Licensed TerritorySection 17(A) of this Agreement; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s(ii) the confidential information covenants contained in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s)Section 20 of this Agreement, and, in which event Licenseeeach case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor's rights written notice thereof; (xii) If Licensee fails to make a diligent, good faith effort to obtain and maintain a liquor license for the Hotel/Casino; or (xiii) If Licensee is in default, after expiration of any applicable cure period, under this License Agreement with respect any obligation to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permitsa Secured Party (as hereinafter defined).

Termination by Licensor. WITHOUT NOTICE (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have in the premises, whether pursuant to the provisions of this Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) If Licensee 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) 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 hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) If Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Product(s) are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) If Licensee shall be deemed unable to be in default under this License Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; insolvency laws of any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) In the event that Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee distribute and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30sell each Licensed Product(s) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used and utilize each Character set forth in the operation Licensed Property within the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character within the Territory. Such default and Licensor's Primary Services business is instituted against resultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Product(s), which or wherein Licensee and not dismissed within thirty fails to meet said Marketing Date requirement; or (30viii) days orIf Licensee shall manufacture, if actively being opposed by Licenseesell or distribute, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services businesswhichever first occurs, or any of the property related theretoLicensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) If Licensee undergoes a substantial change of management; or (x) If a manufacturer approved pursuant to Paragraph 10(b) hereof shall engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) If Licensee delivers or if sells Licensed Product(s) outside the Territory or knowingly sells Licensed Products(s) to a third party for delivery outside the Territory; or (xii) If Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiii) If Licensee shall breach any material real other agreement in effect between Licensee and Licensor. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by certified mail. Licensee shall have ten (10) days from the date of receiving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (xi) and (xii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or personal property later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable and no portion of Licensee used in its Primary Services business prior payments shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases repayable to operate or otherwise abandons its Primary Services business or otherwise forfeits the right to do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permits.

Termination by Licensor. WITHOUT NOTICE a. If Licensee or any of its Affiliates or Sublicensees, anywhere in the Territory, institutes, prosecutes or otherwise participates in (or in any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the U.S. Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent Right is invalid, unenforceable or otherwise not patentable or would not be infringed by Licensee’s activities absent the rights and licenses granted hereunder, Licensor shall be deemed have the right to be immediately terminate this Agreement in default under this License Agreementits entirety, and all including the rights granted herein shall automatically terminate without of any Sublicensees, upon written notice to Licensee. b. If (i) Licensee (and its Affiliates and Sublicensees) ceases Development of all Licensed Products in a country for a period of [***], if (ii) a Licensed Product is not being Commercialized anywhere in the Territory by or on behalf of Licensee, and (iii) Licensee becomes insolvent or makes a general assignment is not actively engaged in Development activities for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not actively opposed by Licensee; or if Licensee is adjudicated as bankrupt or insolvent; or if a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets is filed and consented to by Licensee: or if a receiver or other permanent or temporary custodian of Licensee's assets or propertyUnited States market, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by Licensee or against Licensee and not actively opposed by Licensee; or if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved except where the Licensee is a limited partnership and, promptly following dissolution, such limited partnership is reconstituted with the same general partners: or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's Primary Services business is instituted against Licensee and not dismissed within thirty (30) days or, if actively being opposed by Licensee, within one hundred eighty (180) days; or if execution is levied against Licensee's Primary Services business, or any of the property related thereto; or if any material real or personal property of Licensee used in its Primary Services business Licensor shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its Primary Services business or otherwise forfeits have the right to terminate this Agreement in its entirety by providing [***] prior written notice to Licensee; provided that such termination shall not be effective if Licensee, its Affiliate or Sublicensee re-starts Development within such [***] notice period. Notwithstanding the foregoing, the normal pauses or gaps between or following clinical studies or other studies for the analysis of data, preparation of reports and design of future clinical studies or preparation of regulatory filings and other customary development functions not constituting clinical studies do or transact business in any market(s) in the Licensed Territory; or if Licensee loses its FCC license or FCC construction permit or any other material Permit for one or more market(s) in the Licensed Territory or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this License Agreement with respect to such market(s) shall automatically terminate and this License Agreement shall continue with respect to the remaining market(s) in the Licensed Territory for which Licensee continues to hold all necessary FCC license(s) and Permitsnot constitute a cessation of development.