Chapter 21; Default and Termination. Without prejudice to any other rights,
Owner shall have the right, but not the obligation, to terminate this Agreement
or to terminate Licensee’s right to utilize the PROPERTY upon written notice
to Licensee at any time if:
(1) Licensee shall default on any payment due hereunder or to deliver any of the statements herein referred to in Paragraph 2(e), Statements and Payments, and if such default shall continue for a grace period of forty-five (45) days after Licensee’s receipt of written notice of such default as sent by Owner or Owner’s authorized representative via certified mail, registered mail, email (with electronic receipt for proof of delivery), telegram, overnight delivery service or facsimile to Licensee.
(2) Licensee shall discontinue its business, or Licensee shall make any assignment for the benefit of creditors, or file any voluntary petition under Title 11, United States Code, or file any voluntary petition in bankruptcy, or be adjudicated as bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed under the laws of the United States government or of the several states and, with respect to any involuntary proceedings, such proceeding is not dismissed within one hundred and eighty (180) days. In the event this Agreement is so terminated, subject to Paragraph 10 below, Licensee, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with any of the LICENSED ARTICLES or any carton, container, packing or wrapping material, advertising, promotional or merchandising material pertaining thereto, except with and under the special consent and instructions of Owner, provided to them in writing by Owner, which they shall be obligated to follow.