Common use of Obligations Upon Termination or Expiration Clause in Contracts

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99 A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programs. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar thereto. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to any of the Marks or any other service mark or trademark of Licensor, and Licensee shall furnish Licensor xxxx proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, any Other 800 Programs and all Internet programs, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programsMarks. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, World Wide Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretothereof. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to contains any of the Marks or any other service mark xxxx or trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, program and any Other 800 Programs and all Internet programsPrograms, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Cellular One Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)")Agreement, all rights granted hereunder under this Agreement to Licensee with respect to each Terminated Market shall forthwith will immediately terminate, and: Cellular One Group License Agreement 50 10/18/99and Licensee has the following obligations: A. DEIDENTIFICATION 1. 24.1 Licensee shall must immediately cease to hold operate the Licensed Business and must not thereafter, directly or indirectly, represent itself out to the public as a present or former licensee of Licensor with respect to the Terminated Market(s)Company. 2. 24.2 Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programs. 3. Licensee shall must immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, Mark and all other marks Marks and distinctive forms, slogans, signs, icons, symbols, monograms symbols and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretoSouthern Hospitality Brand. 4. 24.3 Licensee shall must take such all necessary action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious assumed name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to that contains any of the Marks or any other service mark or trademark of LicensorCompany, and Licensee shall must furnish Licensor xxxx proof Company with evidence satisfactory to Company of compliance with this obligation within thirty five (305) days after termination or expiration of this License Agreement with respect Agreement. 24.4 Licensee must promptly upon termination or expiration of this Agreement, make such modifications or alterations to the Terminated Market(s)premises as may be necessary to distinguish the appearance of said premises from that of other restaurants under the Marks, and Licensee must make such specific changes to the premises as Company may reasonably request for that purpose. 5. 24.5 If Licensee agrees, in the event it continues to operate a business in the Terminated Market(s)operate, or subsequently begins to operate, any other business, it must not to use any reproduction, counterfeit, copy, copy or colorable imitation of the Marks or derivatives thereofMarks, either in connection with such other business or the promotion thereof, which that is likely to cause confusion, mistake, mistake or deception, or which that is likely to dilute Licensor's Company’s rights in and to the Marks or derivatives thereofMarks. Further, Licensee further agrees not to utilize use any designation of origin or description or representation which that falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s)Company. 6. 24.6 Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, any Other 800 Programs and all Internet programs, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall must promptly pay all sums owing to Licensor, the Promotional Fund Company and any other advertising fund established hereunderits Affiliates. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of for any default of Licensee, such sums shall will include all damages, costs and expenses, including reasonable attorney's attorneys’ fees, incurred by Licensor Company as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATIONDeidentification 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programs. 3. Licensee shall immediately and permanently cease to useuse in the Terminated Market(s), in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, Marks; and all other marks Marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing; in particular, Licensee shall cease to use use, without limitation, all signs, advertising materials, Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretoMarks. 43. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to contains any of the Marks or any other service mark or xx trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Cellular One License Agreement 27 4. Licensee agrees, in the event it continues to operate a Cellular Telephone Service business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereofMarks, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereofMarks. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, any Other 800 Programs and all Internet programs, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programsMarks. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, World Wide Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretothereof. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to contains any of the Marks or any other service mark xxxx or trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, program and any Other 800 Programs and all Internet programsPrograms, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Cellular One Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programsMarks. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, World Wide Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretothereof. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to contains any of the Marks or any other service mark xxxx or trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, program and any Other 800 Programs and all Internet programsPrograms, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Cellular One Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's attorney s fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programs. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar thereto. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to any of the Marks or any other service mark xxxx or trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s).. CELLULAR ONE GROUP LICENSE AGREEMENT 51 12/2/99 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, any Other 800 Programs and all Internet programs, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)")Agreement, all rights granted hereunder to Licensee shall terminate and revert to Licensor, and Licensee shall have the following obligations with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99the Center licensed under this Agreement: A. DEIDENTIFICATION 1. (a) Licensee shall immediately cease to operate the business licensed under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former licensee of Licensor LITTLE DOODLES PLAY CAFÉ Licensee with respect to the Terminated Market(s).such business; 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programs. 3. (b) Licensee shall immediately and permanently cease to use, in any manner whatsoever, in all trade secrets, Confidential Information, methods, procedures and techniques used by or associated with the Terminated Market(s) any of System, and the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms logos and devices associated with the Marks. Without limiting LITTLE DOODLES PLAY CAFÉ brand or System; (c) Licensee shall immediately return to Licensor any property held or used by Licensee which is owned by Licensor, including the foregoingCustomer Lists, Licensee and shall cease to use use, and either destroy or convey to Licensor, all signs, advertising materials, Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles materials that bear or clothing which display or incorporate the Marks. Licensee shall deliver to Licensor all login credentials associated with any of directory, marketing, website, point-of-sale, social media, and all other accounts and systems affiliated with the Marks or any derivatives thereof or forms similar theretoCenter. 4. (d) Licensee shall take such action actions as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious assumed name or equivalent similar registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to any of contains the Marks or any other service mark or trademark of Licensor, and Licensee shall furnish Licensor xxxx proof with evidence satisfactory to Licensor of compliance with this its obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s).Agreement; 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s(e) to immediately cease all use of the Marks and participation in the Consumer Service Number program, any Other 800 Programs and all Internet programs, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing owed to Licensor, the Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such Such sums shall include all damages, costs costs, and expenses, including reasonable attorney's attorneys’ fees, incurred by Licensor as a result of the default.default and the termination. Any outstanding obligations to Licensor shall give rise to and remain, until paid in full, a lien in favor of Licensor against any and all of the personal property, furnishings, equipment, signs, fixtures and inventory owned by Licensee located on the Premises on the date this Agreement is terminated; 2. (f) Licensee shall pay to Licensor all damages, costs and expenses, expenses including reasonable attorney's attorneys’ fees, incurred by Licensor subsequent to the termination or expiration of this (g) Licensee shall immediately deliver to Licensor all manuals, policy and procedure statements, instructions, and other materials related to operating the Center, including, without limitation, brochures, marketing materials, and any other materials provided by Licensor and all copies thereof, and shall neither retain nor convey to another any copy or record of any of the foregoing; (h) Licensor shall have the option, to be exercised within thirty (30) days of termination or expiration of this License Agreement, to assume Licensee’s assumed name or equivalent registration and business licenses, telephone numbers, telephone directory listings and advertisements (whether in print or part of an Internet directory), and e-mail addresses and/or Internet domain names which contain the Mark of Licensor or its affiliates, and Licensee shall sign all documents necessary to permit Licensor to assume Licensee’s rights in such items. If Licensor elects not to exercise this option, Licensee shall take all action necessary to cancel each of the items listed above and shall furnish Licensor with evidence satisfactory to prove its compliance within fifteen (15) days after receiving notice of Licensor’s termination or expiration of this Agreement and the expiration of the option granted herein. In the event Licensee fails to timely do so, Licensor shall have the right, for which purpose Licensee hereby appoints Licensor as its attorney-in-fact, to obtain such cancellation on Licensee’s behalf and at Licensee’s expense. (i) Licensee shall comply with the covenants contained in obtaining injunctive this Agreement, including, but not limited to, the covenants, not to compete and the covenants not to disclose trade secrets or other relief confidential information. (j) Licensee shall, if Licensor so requests, assign to Licensor or its designee any interest which Licensee has in any lease for the enforcement of Premises or any provisions other agreement related to the Premises. Licensee will do whatever is necessary to effectuate and complete the assignment. In the event Licensor does not elect to exercise its option to acquire any lease for the Premises, and unless otherwise directed by Licensor, Licensee shall, within ten (10) days after termination, non- renewal, or expiration of this Section XIIAgreement, make such modifications and alterations to the Premises as may be necessary to distinguish the appearance of the Premises from that of other LITTLE DOODLES PLAY CAFÉ Centers and shall make such specific additional changes thereto as Licensor may reasonably request. (k) Licensee shall, if Licensor so requests and if Licensee owns the real property on which the Center is located, lease the Premises to Licensor on substantially the same terms and conditions contained in Licensee’s lease for the Premises, or if no lease exists or if the existing lease is not commercially reasonable, then on commercially reasonable terms. The lease shall be for an initial five (5) year term, with two (2) five (5) year renewal terms (at Licensor’s option). If the parties cannot agree on the rent to be charged under the lease within thirty (30) days after the expiration, termination, or non-renewal of the Agreement, the rent will be determined by a qualified independent appraiser. Licensee and Licensor shall each present their proposed rent, and the independent appraiser will select the most commercially reasonable rent from the two proposals. The independent appraiser’s determination will be binding on the parties. If the parties are not able to agree on an independent appraiser within forty-five (45) days of the termination, non-renewal, or expiration of this Agreement, each party will select an independent appraiser. The (l) If Licensor requests, Licensee shall sell to Licensor any assets used in connection with the operation of Licensee’s Center. Licensor has the right, but not the obligation, to exercise this right by providing Licensee written notice of Licensor’s election within sixty (60) calendar days after the termination, non-renewal, or expiration of this Agreement and paying Licensee the book value for such assets within sixty (60) calendar days of such notice. For purposes of this paragraph, “book value” means the amount Licensee actually paid for the personal property less depreciation (calculated by using the straight-line depreciation method on a ten (10) year depreciation schedule irrespective of the depreciation method or schedule Licensee uses for accounting purposes). Notwithstanding the foregoing, to the extent that Licensor exercises Licensor’s right to purchase any personal property that is subject to a lease or finance agreement, the purchase price of such personal property shall equal the amount of Licensee’s remaining obligations under the lease or finance agreement, as applicable. Licensor shall be entitled to offset the purchase price by the amount of money owed by Licensee to Licensor for any payments necessary to acquire clear title to property or for any other debt. If Licensor exercises Licensor’s option to purchase, pending the closing of such purchase, Licensor has the right to appoint a manager to maintain operation of the Center, or Licensor may require that Licensee close the Center during such period without removing any assets. Licensee is required to maintain in force all insurance policies required under this Agreement until the date of such closing. Licensor has the unrestricted right to assign this option to purchase the Center. Licensor will be entitled to all customary warranties and representations in connection with Licensor’s purchase of Licensee’s property, including, without limitation, representations and warranties as to ownership and condition of and title to the property; liens and encumbrances on the property; validity of contracts and agreements; and liabilities affecting the property, contingent or otherwise. Licensor may purchase all or only a portion of the assets of the Center and may exclude from its purchase any assets or cash, for any reason, in Licensor’s sole discretion. Licensor shall have the right to set off and apply any amounts due to Licensee pursuant to this subsection against any and all other amounts which may be due from Licensee to Licensor.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programsMarks. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, World Wide Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretothereof. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to contains any of the Marks or any other service mark xxxx or trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, program and any Other 800 Programs and all Internet programsPrograms, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s).. 50 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Cellular One Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.

Obligations Upon Termination or Expiration. Upon termination or expiration of this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: Cellular One Group License Agreement 50 10/18/99: A. DEIDENTIFICATION 1. Licensee shall immediately cease to hold itself out as a present or former licensee of Licensor with respect to the Terminated Market(s). 2. Licensee shall immediately cease to participate in the Consumer Service Number program, any Other 800 Programs or any similar national call or customer routing program utilizing the Marks and all Internet programsMarks. 3. Licensee shall immediately and permanently cease to use, in any manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives thereof, and all other marks and distinctive forms, slogans, signs, icons, symbols, monograms and devices associated with the Marks. Without limiting the foregoing, Licensee shall cease to use all signs, advertising materials, World Wide Web Sites or other Internet sites, displays, stationery, forms, invoices, credit reports and requests and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof or forms similar theretothereof. 4. Licensee shall take such action as may be necessary to cancel in the Terminated Market(s) any trade name, fictitious name or equivalent registration and all telephone and other Directory Assistance and Yellow Page listings which contain or refer to contains any of the Marks or any other service mark xxxx or trademark of Licensor, and Licensee shall furnish Licensor xxxx with proof of compliance with this obligation within thirty (30) days after termination or expiration of this License Agreement with respect to the Terminated Market(s). 5. Licensee agrees, in the event it continues to operate a business in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or colorable imitation of the Marks or derivatives thereof, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Licensor's rights in and to the Marks or derivatives thereof. Further, Licensee agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Licensor or any of the Marks or derivatives thereof in the Terminated Market(s). 6. Licensee shall immediately notify and cause its dealers, agents, retailers and Affiliates that are using the Marks in the Terminated Market(s) to immediately cease all use of the Marks and participation in the Consumer Service Number program, program and any Other 800 Programs and all Internet programsPrograms, and further cause its dealers, agents, retailers and Affiliates to fully comply with all the obligations applicable to Licensee under this Section XII. with respect to the Terminated Market(s). 7. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all times prior to the effective date of any termination, including the period between the giving of notice of termination and the effective date of any termination. Cellular One Group License Agreement 51 10/18/99 B. PAYMENT OF MONIES DUE 1. Licensee shall promptly pay all sums owing to Licensor, the Promotional Fund and any other advertising fund established hereunder. In the event this License Agreement is terminated by Licensee pursuant to the provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising Fee, Annual Internet Fee or other fee which is due or owing prior to the giving of the one hundred eighty (180) day notice by Licensee in connection with such termination or which becomes due during such one hundred eighty (180) day period, shall be payable and shall be paid in full by Licensee without any refund or pro ration under any circumstances whatsoever. If and when this License Agreement is terminated as a result of any default of Licensee, such sums shall include all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor as a result of the default. 2. Licensee shall pay to Licensor all damages, costs and expenses, including reasonable attorney's fees, incurred by Licensor subsequent to the termination or expiration of this License Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII.50