Common use of Payment Approvals Clause in Contracts

Payment Approvals. Master Licensee undertakes to use its best efforts to obtain and maintain in full force and effect all governmental authorizations and approvals and to obtain or effect any new or additional governmental authorizations or approvals, as may be required or advisable in respect of Master Licensee's obligation to make payments in Dollars as required hereunder. In the event Master Licensee cannot make any payment in Dollars because any such authorization or approval is not available under applicable Legal Requirements or has been withdrawn for reasons other than the misconduct of Master Licensee, Company shall have the right in its sole discretion to: (i) require Master Licensee to pay Dollar amounts due through account(s) maintained by Master Licensee in a country from which Dollar payments may be made; or (ii) allow Master Licensee to suspend performance of its obligation to make payment in Dollars hereunder until such authorization or approval becomes available or is reinstated; provided, however, that during such suspension period (X) Master Licensee shall pay all amounts due and owing to Company under this Agreement in local currency to an account maintained by Company in the Territory and (Y) Master Licensee may propose to Company countertrade transactions in respect of such local currency, which Company may accept or reject. As soon as possible after such authorization or approval becomes available or is reinstated Master Licensee shall resume making payments in Dollars hereunder. Notwithstanding the foregoing, if the suspension period referred to herein remains in effect for more than three (3) years, Company shall have the right, in its sole discretion, to terminate this Agreement upon ninety (90) days written notice to Master Licensee without penalty or the obligation to purchase any License Agreement.

Payment Approvals. Master Licensee undertakes to use its best ----------------- efforts to obtain and maintain in full force and effect all governmental authorizations and approvals and to obtain or effect any new or additional governmental authorizations or approvals, as may be required or advisable in respect of Master Licensee's obligation to make payments in Dollars as required hereunder. In the event Master Licensee cannot make any payment in Dollars because any such authorization or approval is not available under applicable Legal Requirements or has been withdrawn for reasons other than the misconduct of Master Licensee, Company shall have the right in its sole discretion to: (ia) require Master Licensee to pay Dollar amounts due through account(s) maintained by Master Licensee in a country from which Dollar payments may be made; or (iib) allow Master Licensee to suspend performance of its obligation to make payment in Dollars hereunder until such authorization or approval becomes available or is reinstated; provided, however, that during such suspension period (X1) Master -------- Licensee shall pay all amounts due and owing to Company under this Agreement in local currency to an account maintained by Company in the Territory and (Y2) Master Licensee may propose to Company countertrade transactions in respect of such local currency, which Company may accept or reject. As soon as possible after such authorization or approval becomes available or is reinstated Master Licensee shall resume making payments in Dollars hereunder. Notwithstanding the foregoing, if the suspension period referred to herein remains in effect for more than three five (35) years, Company shall have the right, in its sole discretion, to terminate this Agreement upon ninety (90) days written notice to Master Licensee without penalty or the obligation to purchase any License Franchise Agreement.

Payment Approvals. Master Licensee undertakes to use its best ----------------- efforts pursuant to Legal Requirements to obtain and maintain in full force and effect all governmental authorizations and approvals and to obtain or effect any new or additional governmental authorizations or approvals, as may be required or advisable in respect of Master Licensee's obligation to make payments in Dollars as required hereunder. In the event Master Licensee cannot make any payment in Dollars because any such authorization or approval is not available under applicable Legal Requirements or has been withdrawn for reasons other than the misconduct of Master Licensee, Company shall have the right in its sole discretion to: (ia) require Master Licensee to pay Dollar amounts due through account(s) maintained by Master Licensee in a country from which Dollar payments may be made; or (iib) allow Master Licensee to suspend performance of its obligation to make payment in Dollars hereunder until such authorization or approval becomes available or is reinstated; provided, however, that during such suspension period (X1) Master Licensee shall pay all amounts due and owing to Company under this Agreement in local currency to an account maintained by Company in the Territory and (Y2) Master Licensee may propose to Company countertrade transactions in respect of such local currency, which Company may accept or reject. As soon as possible after such authorization or approval becomes available or is reinstated Master Licensee shall resume making payments in Dollars hereunder. Notwithstanding the foregoing, if the suspension period referred to herein remains in effect for more than three two (32) years, Company shall have the right, in its sole discretion, to terminate this Agreement upon ninety (90) days written notice to Master Licensee without penalty or the obligation to purchase any License Franchise Agreement.

Payment Approvals. Master Licensee undertakes to use its best commercially reasonable efforts to obtain and maintain in full force and effect all governmental authorizations and approvals and to obtain or effect any new or additional governmental authorizations or approvals, as may be required or advisable in respect of Master Licensee's obligation to make payments in Dollars as required hereunder. In the event Master Licensee cannot make any payment in Dollars because any such authorization or approval is not available under applicable Legal Requirements or has been withdrawn for reasons other than the misconduct of Master Licensee, Company shall have the right in its sole discretion to: (ia) require Master Licensee to pay Dollar amounts due through account(s) maintained by Master Licensee in a country from which Dollar payments may be made, with costs of exchange into the intermediate currency deducted from the amount due Company; or (iib) allow Master Licensee to suspend performance of its obligation to make payment in Dollars hereunder until such authorization or approval becomes available or is reinstated; provided, however, that during such suspension period (X1) -------- Master Licensee shall pay all amounts due and owing to Company under this Agreement in local currency to an account maintained by Company at its expense in the Territory and (Y2) Master Licensee may propose to Company countertrade transactions in respect of such local currency, which Company may accept or reject. As soon as possible after such authorization or approval becomes available or is reinstated Master Licensee shall resume making payments in Dollars hereunder. Notwithstanding the foregoing, if the suspension period referred to herein remains in effect for more than three two (32) years, Company shall have the right, in its sole discretion, to terminate this Agreement as to such Country upon ninety (90) days written notice to Master Licensee without penalty or the obligation to purchase any License Franchise Agreement, thereby deleting the Country from the Territory. The other countries in the Territory shall continue to be the subject of this Agreement unless and until this Agreement has been terminated as to all countries in the Territory.