Common use of Renewal of Rights Clause in Contracts

Renewal of Rights. (a) If Muzak reasonably determines that the performance of Licensee during the term stated in Section 3.1 is not sufficiently satisfactory to warrant renewal of Licensee's license rights hereunder, then, at least two years prior to the date of expiration described in Section 3.1 of this Agreement, Muzak shall notify Licensee that it does not intend to renew Licensee's license rights and provide the specific reasons for such decision. Such notification is intended to give Licensee the opportunity to assign its rights under this Agreement, or to make satisfactory its performance, it being understood that any such assignment is subject to Muzak's prior approval as provided in Article XII hereof. (i) In determining whether or not to renew Licensee's license rights, Muzak shall consider Licensee's performance under this Agreement. In evaluating Licensee's performance, Muzak shall consider such factors as, among others, the following: Licensee's total xxxxxxxx for all Services, the trend of Licensee's new xxxxxxxx and cancellations (and the reasons therefor), local market conditions and the degree of Licensee's market penetration in the Territory. (ii) In the event Muzak notifies Licensee that Muzak does not intend to renew Licensee's license rights because Muzak has reasonably determined that Licensee's performance is not sufficiently satisfactory to warrant renewal of Licensee's license rights hereunder, Licensee shall have a period of six months from the date of such notice to attempt to improve its performance. At the end of such six-month period, Muzak shall reconsider the adequacy of Licensee's performance and if such performance has sufficiently improved so that it is no longer inadequate, Muzak shall rescind its notice of intention not to renew Licensee's license rights. Conversely, if at the end of such six-month period Muzak determines that Licensee's performance remains inadequate, Muzak shall inform Licensee of the reasons for such determination and send to Licensee a final notice of nonrenewal. (b) Muzak shall also have the right not to renew Licensee's license rights if Licensee engages in conduct which Muzak reasonably deems inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System). The exercise of Muzak's rights as stated in this subsection (b) shall be subject to the following conditions: (i) In the event such conduct constitutes a breach of this Agreement, Muzak shall have the absolute right not to renew Licensee's license rights, provided that Muzak has notified Licensee of such breach, such breach occurred (or Muzak first became aware of such breach) no more than six months before Muzak's nonrenewal notice to Licensee, and Licensee has neither cured nor challenged such breach within the period specified in Section 10.1(c) hereof, and provided further that Muzak's nonrenewal notice to Licensee states that it constitutes a final notice of nonrenewal; and (ii) In the event that such conduct does not constitute a breach of this Agreement, Muzak shall notify Licensee within 90 days of its discovery of the objectionable conduct that it considers such conduct to be inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System). If, after two such notices, Licensee again engages in conduct which Muzak reasonably deems to be inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System), then (whether or not such conduct is similar to the conduct referred to in either of the earlier notices) Muzak may notify Licensee of that fact and of the further fact that as a result of such conduct, it does not intend to renew Licensee's license rights. This notice shall constitute a final notice of nonrenewal. (c) In the event that, in accordance with the provisions of this Section 3.2, Muzak notifies Licensee of its intention not to renew Licensee's license rights, then Muzak shall have no obligation to offer to renew such license rights; provided, however, that if, in the case of the final nonrenewal notice sent pursuant to subparagraph (a) or subparagraph (b)(ii) above, Licensee challenges, by litigation commenced no later than 120 days after the date of such final nonrenewal notice, the propriety of such notice, such notice shall become effective only after such litigation is finally resolved in favor of Muzak. It is understood and agreed that Licensee's right to challenge the final nonrenewal notice sent under subparagraph (b)(i) of this Section 3.2 shall be exercised, if at all, by means of Licensee's challenge under Section 10.1 of this Agreement of the breach supporting such nonrenewal. For purposes hereof, final resolution shall include Licensee's failure to make a timely appeal of a court decision in favor of Muzak. If Muzak does not so notify Licensee, then Muzak shall be required to offer to enter into a new license agreement with Licensee upon expiration of this Agreement, which new license agreement shall correspond to the form of license agreement which Muzak is then bona fide offering to licensees (or prospective licensees) serving (or proposing to serve) licensed territories of comparable size to that proposed to be licensed to Licensee under such new agreement.

Renewal of Rights. (a) If Muzak reasonably determines that the performance of Licensee during the term stated in Section 3.1 is not sufficiently satisfactory to warrant renewal of Licensee's license rights hereunder, then, at least two years prior to the date of expiration described in Section 3.1 of this Agreement, Muzak shall notify Licensee that it does not intend to renew Licensee's license rights and provide the specific reasons for such decision. Such notification is intended to give Licensee the opportunity to assign its rights under this Agreement, or to make satisfactory its performance, it being understood that any such assignment is subject to Muzak's prior approval as provided in Article XII hereof. (i) In determining whether or not to renew Licensee's license rights, Muzak shall consider Licensee's performance under this Agreement. In evaluating Licensee's performance, Muzak shall consider such factors as, among others, the following: Licensee's total xxxxxxxx for all Services, the trend of Licensee's new xxxxxxxx and cancellations (and the reasons therefortherefor or), local market conditions and the degree of Licensee's market penetration in the Territory. (ii) In the event Muzak notifies Licensee that Muzak does not intend to renew Licensee's license rights because Muzak has reasonably determined that Licensee's performance is not sufficiently satisfactory to warrant renewal of Licensee's license rights hereunder, Licensee shall have a period of six months from the date of such notice to attempt to improve its performance. At the end of such six-month period, Muzak shall reconsider the adequacy of Licensee's performance and if such performance has sufficiently improved so that it is no longer inadequate, Muzak shall rescind its notice of intention not to renew Licensee's license rights. Conversely, if at the end of such six-month period Muzak determines that Licensee's performance remains inadequate, Muzak shall inform Licensee of the reasons for such determination and send to Licensee a final notice of nonrenewal. (b) Muzak shall also have the right not to renew Licensee's license rights if Licensee engages in conduct which Muzak reasonably deems inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System). The exercise of Muzak's rights as stated in this subsection (b) shall be subject to the following conditions: (i) In the event such conduct constitutes a breach of this Agreement, Muzak shall have the absolute right not to renew Licensee's license rights, provided that Muzak has notified Licensee of such breach, such breach occurred (or Muzak first became aware of such breach) no more than six months before Muzak's nonrenewal notice to Licensee, and Licensee has neither cured nor challenged such breach within the period specified in Section 10.1(c) hereof, and provided further that Muzak's nonrenewal notice to Licensee states that it constitutes a final notice of nonrenewal; and (ii) In the event that such conduct does not constitute a breach of this Agreement, Muzak shall notify Licensee within 90 days of its discovery of the objectionable conduct that it considers such conduct to be inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System). If, after two such notices, Licensee again engages in conduct which Muzak reasonably deems to be inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System), then (whether or not such conduct is similar to the conduct referred to in either of the earlier notices) Muzak may notify Licensee of that fact and of the further fact that as a result of such conduct, it does not intend to renew Licensee's license rights. This notice shall constitute a final notice of nonrenewal. (c) In the event that, in accordance with the provisions of this Section 3.2, Muzak notifies Licensee of its intention not to renew Licensee's license rights, then Muzak shall have no obligation to offer to renew such license rights; provided, however, that if, in the case of the final nonrenewal notice sent pursuant to subparagraph (a) or subparagraph (b)(ii) above, Licensee challenges, by litigation commenced no later than 120 days after the date of such final nonrenewal notice, the propriety of such notice, such notice shall become effective only after such litigation is finally resolved in favor of Muzak. It is understood and agreed that Licensee's right to challenge the final nonrenewal notice sent under subparagraph (b)(i) of this Section 3.2 shall be exercised, if at all, by means of Licensee's challenge under Section 10.1 of this Agreement of the breach supporting such nonrenewal. For purposes hereof, final resolution shall include Licensee's failure to make a timely appeal of a court decision in favor of Muzak. If Muzak does not so notify Licensee, then Muzak shall be required to offer to enter into a new license agreement with Licensee upon expiration of this Agreement, which new license agreement shall correspond to the form of license agreement which Muzak is then bona fide offering to licensees (or prospective licensees) serving (or proposing to serve) licensed territories of comparable size to that proposed to be licensed to Licensee under such new agreement.

Renewal of Rights. (a) If Muzak reasonably determines that the performance of Licensee during the term stated in Section 3.1 is not sufficiently satisfactory to warrant renewal of Licensee's license rights hereunder, then, at least two years prior to the date of expiration described in Section 3.1 of this Agreement, Muzak shall notify Licensee that it does not intend to renew Licensee's license rights and provide the specific reasons for such decision. Such notification is intended to give Licensee the opportunity to assign its rights under this Agreement, or to make satisfactory its performance, it being understood that any such assignment is subject to Muzak's prior approval as provided in Article XII hereof. (i) In determining whether or not to renew Licensee's license rights, Muzak shall consider Licensee's performance under this Agreement. In evaluating Licensee's performance, Muzak shall consider such factors as, among others, the following: Licensee's total xxxxxxxx for all Services, the trend of Licensee's new xxxxxxxx and cancellations (and the reasons therefor), local market conditions and the degree of Licensee's market penetration in the Territory. (ii) In the event Muzak notifies Licensee that Muzak does not intend to renew Licensee's license rights because Muzak has reasonably determined that Licensee's performance is not sufficiently satisfactory to warrant renewal of Licensee's license rights hereunder, Licensee shall have a period of six months from the date of such notice to attempt to improve its performance. At the end of such six-month period, Muzak shall reconsider the adequacy of Licensee's performance and if such performance has sufficiently improved so that it is no longer inadequate, Muzak shall rescind its notice of intention not to renew Licensee's license rights. Conversely, if at the end of such six-month period Muzak determines that Licensee's performance remains inadequate, Muzak shall inform Licensee of the reasons for such determination and send to Licensee a final notice of nonrenewal. (b) Muzak shall also have the right not to renew Licensee's license rights if Licensee engages in conduct which Muzak reasonably deems inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System). The exercise of Muzak's rights as stated in this subsection (b) shall be subject to the following conditions: (i) In the event such conduct constitutes a breach of this Agreement, Muzak shall have the absolute right not to renew Licensee's license rights, provided that Muzak has notified Licensee of such breach, such breach occurred (or Muzak first became aware of such breach) no more than six months before Muzak's nonrenewal notice to Licensee, and Licensee has neither cured nor challenged such breach within the period specified in Section 10.1(c) hereof, and provided further that Muzak's nonrenewal notice to Licensee states that it constitutes a final notice of nonrenewal; and (ii) In the event that such conduct does not constitute a breach of this Agreement, Muzak shall notify Licensee within 90 days of its discovery of the objectionable conduct that it considers such conduct to be inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System). If, after two such notices, Licensee again engages in conduct which Muzak reasonably deems to be inimical to the best interests of the Muzak System (including the interests of the MUZAK(R) licensees in such System), then (whether or not such conduct is similar to the conduct referred to in either of the earlier notices) Muzak may notify Licensee of that fact and of the further fact that as a result of such conduct, it does not intend to renew Licensee's license rights. This notice shall constitute a final notice of nonrenewal. (c) In the event that, in accordance with the provisions of this Section 3.2, Muzak notifies Licensee of its intention not to renew Licensee's license rights, then Muzak shall have no obligation to offer to renew such license rights; provided, however, that if, in the case of the final nonrenewal notice sent pursuant to subparagraph (a) or subparagraph (b)(iib) (ii) above, Licensee challenges, by litigation commenced no later than 120 days after the date of such final nonrenewal notice, the propriety of such notice, such notice shall become effective only after such litigation is finally resolved in favor of Muzak. It is understood and agreed that Licensee's right to challenge the final nonrenewal notice sent under subparagraph (b)(ib) (i) of this Section 3.2 shall be exercised, if at all, by means of Licensee's challenge under Section 10.1 of this Agreement of the breach supporting such nonrenewal. For purposes hereof, final resolution shall include Licensee's failure to make a timely appeal of a court decision in favor of Muzak. If Muzak does not so notify Licensee, then Muzak shall be required to offer to enter into a new license agreement with Licensee upon expiration of this Agreement, which new license agreement shall correspond to the form of license agreement which Muzak is then bona fide offering to licensees (or prospective licensees) serving (or proposing to serve) licensed territories of comparable size to that proposed to be licensed to Licensee under such new agreement.