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: 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. 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, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof. 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 which contains any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor 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 and any Other 800 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). 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. 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 MarksMarks 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, 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 thereofthereof 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 contains contain or refer to any of the Marks or any other service xxxx mark or trademark of Licensor, and Licensee shall furnish Licensor with 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 and program, any Other 800 ProgramsPrograms 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 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: 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. 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, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof. 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 which contains any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor 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 and any Other 800 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). 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. 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. 14.01 Upon termination or expiration of expiration, this License Agreement with respect to one or more of the market(s) in the Licensed Territory (the "Terminated Market(s)"), and all rights granted hereunder under this Agreement to Licensee with respect to each Terminated Market shall Master Licensor forthwith terminate, and: A. DEIDENTIFICATION 1. Licensee 14.01.1 Master Licensor shall immediately cease to operate under this Agreement and shall not thereafter, directly or indirectly, advertise or represent to the public or otherwise hold itself out to the public as a present or former licensee Master Licensor of Licensor with respect to the Terminated Market(s)Franchisor. 2. Licensee 14.01.2 At Franchisor's request, Master Licensor shall cooperate with Franchisor in advising the Sublicensees that the Master License Agreement has been terminated and that Franchisor will assume the obligations of Master Licensor under the Sublicense Agreements. 14.01.3 Master Licensor shall immediately cease turn over to participate Franchisor all materials, including without limitation, all software licensed by Franchisor or by another party on behalf of Franchisor and containing Franchisor-specific coding and/or instructions, all manuals (including the Manuals), and all records, files, instructions, correspondence, brochures, agreements, disclosure statements, and any and all other materials and all copies of all such materials in Master Licensor's possession related to Master Licensor's operation under this Agreement and/or the Consumer Service Number programSublicense Agreements (all of which materials are acknowledged to be Franchisor's property). Without Franchisor's written consent, Master Licensor shall retain no copy or record of any Other 800 Programs or of the foregoing, except Master Licensor's copy of this Agreement and of any similar national call or customer routing program utilizing correspondence between the Marksparties and any other documents which Master Licensor reasonably needs for compliance with any provision of law. 3. Licensee 14.01.4 Master Licensor shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, in any confidential methods, procedures and techniques associated with the Terminated Market(s) any of System; the Marks and derivatives thereof, Proprietary Xxxx "MOTOPHOTOSM"; and all other marks Proprietary Marks and distinctive forms, slogans, signs, icons, symbols, monograms and or devices associated with the MarksSystem. Without limiting the foregoingIn particular, Licensee Master Licensor shall cease to use use, without limitation, all signs, equipment, advertising materials, World Wide Web sites, displaysmaterial, stationery, forms, and any other articles or clothing which display or incorporate any the Proprietary Marks associated with the System. Master Licensor acknowledges that Master Licensor's violation of the Marks or terms of this Section 14.01.4 would result in irreparable injury to Franchisor for which no adequate remedy at law may be available, and Master Licensor accordingly consents to the issuance of an injunction prohibiting any derivatives thereofconduct by Master Licensor in violation of the terms of this Section 14.01.4. 4. Licensee 14.01.5 Master Licensor shall take such action as may be necessary to cancel in the Terminated Market(s) any trade Registered User, assumed name, fictitious name or equivalent registration which contains any of the Marks "MOTOPHOTOSM" or any other service xxxx or trademark of LicensorFranchisor, and Licensee Master Licensor shall furnish Licensor Franchisor with proof evidence satisfactory to Franchisor of compliance with this obligation within thirty ten (3010) days after termination or expiration of this License Agreement with respect to the Terminated Market(s)Agreement. 5. Licensee 14.01.6 At Franchisor's option, Master Licensor shall assign to Franchisor any interest which Master Licensor has in any lease or sublease for Master Licensor's business premises. 14.01.7 Master Licensor agrees, in the event it continues to operate a business in the Terminated Market(s)or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary 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 LicensorFranchisor's rights in and to the Proprietary Marks or derivatives thereof. Further, Licensee and further agrees not to utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor so as to constitute unfair competition. In the event Franchisor does not elect to exercise its option to acquire the lease or sublease for the premises of the licensed business pursuant to Section 14.01.6 of this Agreement, Licensor shall make immediately upon termination or expiration of this Agreement such modifications or alterations to the premises operated under this Agreement (including, without limitation, the changing of the telephone number) as may be necessary to prevent the operation of any business thereon by itself or others in derogation of this Section 14 and shall make such specific additional changes the premises as Franchisor may reasonably request for that purpose. In the event Master Licensor fails or refuses to comply with the requirements of this Section 14, Franchisor shall have the right to enter upon the Master Licensor's business premises, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required at the Marks or derivatives thereof in the Terminated Market(s)expense of Master Licensor, which expense Master Licensor agrees to pay on demand. 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 and any Other 800 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). B. PAYMENT OF MONIES DUE 1. Licensee 14.01.8 Master Licensor shall promptly pay all sums owing to Licensor, Franchisor and its subsidiaries and affiliates. In the Cellular One Promotional Fund and any other advertising fund established hereunder. If and when this License Agreement is terminated as a result event of termination for any default of LicenseeMaster Licensor, such sums shall include all damages, costs costs, and expenses, including reasonable attorney's fees, incurred by Licensor Franchisor as a result of the default, which obligation shall give rise to and remain, until paid in full, a lien in favor of Franchisor against any and all of the personal property, equipment, inventory, and fixtures owned by Master Licensor and on all premises operated under this Agreement at the time of default. 2. Licensee 14.01.9 Master Licensor shall pay to Licensor Franchisor all damages, costs costs, and expenses, including reasonable attorney's fees, incurred by Licensor Franchisor subsequent to the termination or expiration of the license in this License Agreement granted in obtaining injunctive or other relief for the enforcement of any provisions of this Section XII14. 14.01.10 At Franchisor's option, within thirty (30) days after the date of termination or expiration, Master Licensor and Franchisor shall arrange for an inventory to be made, at Franchisor's cost, of all the personal property, fixtures, equipment, inventory, and other tangible assets of Master Licensor's business. Franchisor shall have the option to purchase from Master Licensor any or all tangible assets at fair market value. In no case will any amounts be assigned for goodwill associated with the Proprietary Marks or with the System; however, in the case of the expiration of this Agreement, going concern value, if any, will be included. If the parties cannot agree on fair market value within a reasonable time, the parties shall select an appraiser whose determination of fair market value shall be binding. If the parties cannot agree on an appraiser within a reasonable time, an independent appraiser shall be designated by each party, and the two (2) independent appraisers so designated shall select a third independent appraiser. The determination of fair market value of the majority of appraisers so chosen shall be binding. Master Licensor and Franchisor shall bear the costs of the appraisal on an equal basis. If Franchisor elects to exercise the option to purchase provided in this Agreement, it shall have sixty (60) days after determination of fair market value to notify Master Licensor of its exercise of the option to purchase and shall have the right to set off all amounts due from Master Licensor under this Agreement against any payment therefor. 14.01.11 Master Licensor shall comply with the covenants contained in Section 15.03 of this Agreement.

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: 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. 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, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof. 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 which contains any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor 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 and any Other 800 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). 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. 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

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: 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. 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, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof. 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 which contains any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor 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 and any Other 800 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). 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. 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 Agreement, you agree to: (a) immediately return to one or more us all copies of the market(sOperating Manual and cease use of and deliver to us all Customer Lists (as hereinafter defined in Section 20.5); (b) in the Licensed Territory (the "Terminated Market(s)"), all rights granted hereunder to Licensee with respect to each Terminated Market shall forthwith terminate, and: 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. 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, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof. 4. Licensee shall take such action as may be necessary required to cancel in the Terminated Market(s) any trade name, fictitious all assumed name or equivalent registration which contains registrations relating to the use of any of Xxxx; (c) notify the Marks or any other service xxxx or trademark of Licensortelephone company, postal service, and Licensee shall furnish Licensor with proof all listing agencies in writing 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 and any Other 800 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). 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. 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 your right to use all telephone numbers, post office boxes, and all classified and other directory listings relating to the Store and to authorize in writing the transfer of these to us or our franchisee or designee. You acknowledge that we have the sole rights to and interest in all telephone numbers, post office boxes, and directory listings relating to any Xxxx, and you authorize us to direct the telephone company, the postal service, and all listing agencies to transfer all telephone numbers, post office boxes, and directory listings to us, our franchisee or designee and if you fail or refuse to do so, the telephone company, postal service, and all listing agencies may accept our direction as evidence of our exclusive rights in the telephone numbers, post office boxes, and directory listings and our authority to direct the transfer. Upon execution of this License Agreement or at any time thereafter, you agree to execute any written authorizations or pre-approved authorizations in obtaining injunctive the form prescribed by us directing the telephone company, postal service, and any listing agencies to transfer all telephone numbers, post office boxes, and directory listing to us, our franchisee or other relief for designee upon the enforcement occurrence of any provisions such termination or expiration; (d) immediately pay all royalty fees, advertising contributions and other charges which are due and owing under this Agreement; (e) immediately cease using the Marks and identifying yourself as a Domino’s Pizza Store or as being associated with the Domino’s System, including, without limitation, disabling and ceasing to permit the continued operation of any website relating to the Store or the Domino’s System or which utilizes the Marks; (f) if you retain possession of the Store premises, at your expense, make such reasonable modifications to the exterior and interior of the Store (including signage, menu boards, job aids, product photos and the like) as we require to fully eliminate its identification and appearance as a Domino’s Pizza Store. If you fail or refuse to fully de- identify the Store to the extent and in the manner required by this Agreement, we may, at our option and in addition to other rights and remedies we may have, make the modifications that are contemplated by this Agreement on your behalf and you agree to promptly pay and reimburse us on demand for any costs incurred by us or our designee including, without limitation, the proportionate compensation of our or our designee’s employees who devote time and render services in the de-identification of the Store.; and (g) make the Store accessible and available for us to operate pursuant to Section 19.8 of this Section XIIAgreement if we elect to do so.

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: 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 MarksMarks 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, 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 thereofthereof 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 contains contain or refer to any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor 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 and program, any Other 800 ProgramsPrograms 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). B. PAYMENT OF MONIES DUE 17. Notwithstanding the foregoing, nothing contained in this Section XII.B. shall relieve Licensee shall promptly pay from its obligation to use and promote the Marks in accordance with the terms and conditions hereof at all sums owing times prior to Licensor, the Cellular One Promotional Fund and any other advertising fund established hereunder. If and when this License Agreement is terminated as a result effective date of any default of Licensee, such sums shall include all damages, costs and expensestermination, including reasonable attorney's fees, incurred by Licensor as a result the period between the giving of notice of termination and 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 effective date of any provisions of this Section XIItermination.

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: 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. 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, World Wide Web sites, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereofMarks. 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 which contains any of the Marks or any other service xxxx or mark xx trademark of Licensor, and Licensee shall furnish Licensor 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 and any Other 800 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). 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. 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: 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. 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, displays, stationery, forms, and any other articles or clothing which display or incorporate any of the Marks or any derivatives thereof. 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 which contains any of the Marks or any other service xxxx or trademark of Licensor, and Licensee shall furnish Licensor 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 and any Other 800 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).. 50 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. 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.