Common use of Licensee Management Agreement Clause in Contracts

Licensee Management Agreement. The Parties acknowledge that the Licensee Management Agreement imposes operational and performance standards and requirements upon the operation of the Network and imposes other standards and requirements upon the conduct of Licensee's wireless telecommunications business (collectively, the "PROGRAM REQUIREMENTS"). In performing its services hereunder, Manager agrees to use the same degree of care in complying with the Program Requirements as it uses in complying with the Program Requirements that cover Manager's own wireless networks. Licensee has delivered a true and correct copy of the Licensee Management Agreement to Manager, and Manager has reviewed the Agreement in its entirety. Manager shall have the right to notify Sprint PCS that Sprint PCS should deliver copies of notices, demands, or other material written communications regarding the operation of the Network to Manager. To the extent Manager receives such notices, demands, or other material written communications from Sprint PCS, Manager shall provide Licensee with copies of such documents, promptly after Manager's receipt thereof. To the extent Licensee receives such notices, demands, or other material communications directly from Sprint PCS, Licensee shall provide Manager with copies of such documents, promptly after Licensee's receipt thereof. In particular, Licensee agrees to provide immediate written notice to Manager of any amendment or proposed amendment to the Program Requirements and any notices of default from Sprint PCS. To the extent that an amendment or modification to the Program Requirements will result in a significant incremental increase or decrease in the cost to Manager to perform its services as described herein, the Parties agree to negotiate, in good faith, for a corresponding modification in the compensation to be paid to Manager hereunder. Licensee agrees to consider and pursue in good faith any request by Manager for Licensee to seek modifications, waivers, interpretations or clarifications of the Program Requirements or other obligations of Licensee under the Licensee Management Agreement. If, in connection with any proposed change to the Program Requirements, Sprint PCS seeks the consent or advice of Licensee, Licensee agrees to consult with Manager with respect to such consent or advice.

Licensee Management Agreement. The Parties acknowledge that the Licensee Management Agreement imposes operational and performance standards and requirements upon the operation of the Network and imposes other standards and requirements upon the conduct of Licensee's wireless telecommunications business (collectively, the "PROGRAM REQUIREMENTS"). In performing its services hereunder, Manager agrees to use the same degree of care in complying with the Program Requirements as it uses in complying with the Program Requirements that cover Manager's own wireless networks. Licensee has delivered a true and correct copy of the Licensee Management Agreement to Manager, and Manager has reviewed the Agreement in its entirety. Manager shall have the right to notify Sprint PCS that Sprint PCS should deliver copies of notices, demands, or other material written communications regarding the operation of the Network to Manager. To the extent Manager receives such notices, demands, or other material written communications from Sprint PCS, Manager shall provide Licensee with copies of such documents, promptly after Manager's receipt thereof. To the extent Licensee receives such notices, demands, or other material communications directly from Sprint PCS, Licensee shall provide Manager with copies of such documents, promptly after Licensee's receipt thereof. In particular, Licensee agrees to provide immediate written notice to Manager of any amendment or proposed amendment to the Program Requirements and any notices of default from Sprint PCS. To the extent that an amendment or modification to the Program Requirements will result in a significant incremental increase or decrease in the cost to Manager to perform its services as described herein, the Parties agree to negotiate, in good faith, for a corresponding modification in the compensation to be paid to Manager hereunder. Licensee agrees to consider and pursue in good faith any request by Manager for Licensee to seek modifications, waivers, interpretations interpretations, or clarifications of the Program Requirements or other obligations of Licensee under the Licensee Management Agreement. If, in connection with any proposed change to the Program Requirements, Sprint PCS seeks the consent or advice of Licensee, Licensee agrees to consult with Manager with respect to such consent or advice.