Common use of TERMINATION BY LICENSOR - UPON NOTICE Clause in Contracts

TERMINATION BY LICENSOR - UPON NOTICE. Upon the occurrence of any of the following events, Licensee shall be deemed to be in default and Licensor may, at its option, terminate this License Agreement and all rights granted hereunder without affording Licensee any opportunity to cure the default. Said termination shall be effective immediately upon receipt of notice by Licensee (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination becomes effective): 1. If Licensee has been advised of its probation status pursuant to Section XI.E. and Licensee does not make a good faith effort to formulate and implement a plan during the term of probation, or, at the end of the term of probation, Licensee fails to meet the 85% overall minimum customer satisfaction rating (or the higher percentage established by Licensor under Section IV.A.) required in the Licensed Territory as a whole by the Quality Standards for Primary Services and Core Products; 2. If with regard to the Licensed Territory or any market constituting a part thereof, Licensee fails in any customer satisfaction survey conducted pursuant to Section III.C. to attain an overall customer satisfaction rating of more than 70%, regardless of the terms of any probation; 3. If any principal stockholder or officer of Licensee is convicted of a felony, a fraud, or any other crime or offense that Licensor believes is reasonably likely to have an adverse effect on the Marks, the goodwill associated therewith, or Licensor's interest therein; 4. If a threat or danger to public health or safety results from the operation of the Licensee's Primary Services business or any of its businesses relating to the delivery of any Primary Services, Core Products, Additional Products or Additional Services; 5. If Licensee purports to assign or transfer any rights or obligations under this License Agreement to any third party (including without limitation, any reseller) or to effect a Change of Control, contrary to the terms of Sections VI.B.4 or X.B. of this License Agreement; 6. If, contrary to the terms of Section VII. hereof, Licensee discloses or divulges Confidential Information provided to Licensee by Licensor; 7. If Licensee knowingly submits any false reports of information to Licensor or any entity conducting a customer satisfaction survey either during the application process or subsequent to the execution of this License Agreement; or 8. If Licensee directly or indirectly contests in any court or proceeding the validity or registration of, or Licensor's ownership of, any of the Marks or other rights licensed hereunder.

TERMINATION BY LICENSOR - UPON NOTICE. Upon the occurrence of any of the following events, Licensee shall be deemed to be in default and Licensor may, at its option, terminate this License Agreement and all rights granted hereunder without affording Licensee any opportunity to cure the default, provided, that with respect to any termination pursuant to Section XI.C.1 or XI.C.2. below, such termination shall be applicable only to the market or markets which do not meet the required standards set forth therein. Said termination shall be effective immediately upon receipt of notice by Licensee (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination becomes effective): 1. If Licensee has been advised of its probation status pursuant to Section XI.E. and Licensee does not make a good faith effort to formulate and implement a plan during the term of probation, or, at the end of the term of probation, Licensee fails to meet the 85% overall minimum customer satisfaction rating (or the higher percentage established by Licensor under Section IV.A.) required for any market or markets in the Licensed Territory as a whole by the Quality Standards for Primary Services and Core Products; 2. If with regard to the Licensed Territory or any market constituting a part thereofof the Licensed Territory, Licensee fails in any customer satisfaction survey conducted pursuant to Section III.C. to attain an overall customer satisfaction rating of more than 70%, regardless of the terms of any probation;; Cellular One Group License Agreement 46 10/18/99 3. If any principal stockholder or officer of Licensee is convicted of a felony, a fraud, or any other crime or offense that Licensor believes is reasonably likely to have an adverse effect on the Marks, the goodwill associated therewith, or Licensor's interest therein; 4. If a threat or danger to public health or safety results from the operation of the Licensee's Primary Services business or any of its businesses relating to the delivery of any Primary Services, Core Products, Additional Products or Additional Services; 5. If Licensee purports to assign or transfer any rights or obligations under this License Agreement to any third party (including without limitation, any reseller) or to effect a Change of Control, contrary to the terms of Sections VI.B.4 or X.B. of this License Agreement; 6. If, contrary to the terms of Section VII. hereof, Licensee discloses or divulges Confidential Information provided to Licensee by or on behalf of Licensor; 7. If Licensee knowingly submits any false reports of information to Licensor or any entity conducting a customer satisfaction survey either during the application process or subsequent to the execution of this License Agreement; or 8. If Licensee directly or indirectly contests in any court or proceeding the validity or registration of, or Licensor's ownership of, any of the Marks or other rights licensed hereunder.

TERMINATION BY LICENSOR - UPON NOTICE. Upon the occurrence of any of the following events, Licensee shall be deemed to be in default and Licensor may, at its option, terminate this License Agreement and all rights granted hereunder without affording Licensee any opportunity to cure the default. Said termination shall be effective immediately upon receipt of notice by Licensee (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination becomes effective): 1. If Licensee has been advised of its probation status pursuant to Section XI.E. and Licensee does not make a good faith effort to formulate and implement a plan during the term of probation, or, at the end of the term of probation, Licensee fails to meet the 85% overall minimum customer satisfaction rating (or the higher percentage established by Licensor under Section IV.A.) required in the Licensed Territory as a whole by the Quality Standards for Primary Services and Core Products; 2. If with regard to the Licensed Territory or any market constituting a part thereof, Licensee fails in any customer satisfaction survey conducted pursuant to Section III.C. to attain an overall customer satisfaction rating of more than 70%, regardless of the terms of any probation; 3. If any principal stockholder or officer of Licensee is convicted of a felony, a fraud, or any other crime or offense that Licensor believes is reasonably likely to have an adverse effect on the Marks, the goodwill associated therewith, or Licensor's interest therein; 4. If a threat or danger to public health or safety results from the operation of the Licensee's Primary Services business or any of its businesses relating to the delivery of any Primary Services, Core Products, Additional Products or Additional Services; 5. If Licensee purports to assign or transfer any rights or obligations under this License Agreement to any third party (including without limitation, any reseller) or to effect a Change of Control, contrary to the terms of Sections VI.B.4 or X.B. of this License Agreement; 6. If, contrary to the terms of Section VII. hereof, Licensee discloses or divulges Confidential Information provided to Licensee by Licensor; 7. If Licensee knowingly submits any false reports of information to Licensor or any entity conducting a customer satisfaction survey either during the application process or subsequent to the execution of this License Agreement; or 8. If Licensee directly or indirectly contests in any court or proceeding the validity or registration of, of or Licensor's ownership of, of any of the Marks or other rights licensed hereunder.

TERMINATION BY LICENSOR - UPON NOTICE. Upon the occurrence of any of the following events, Licensee shall be deemed to be in default and Licensor may, at its option, terminate this License Agreement and all rights granted hereunder without affording Licensee any opportunity to cure the default. Said termination shall be effective immediately upon receipt of notice by Licensee (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination becomes effective):Licensee: 1. If Licensee has been advised of its probation status pursuant to Section XI.E. and Licensee does not make a good faith effort to formulate and implement a Licensor-approved plan during the term of probation, or, at the end of the term of probation, Licensee fails to meet the 85% overall minimum customer satisfaction rating (or the higher percentage established by Licensor under Section IV.A.) required in the Licensed Territory as a whole by the Quality Standards for Primary Services and Core ProductsService Standards; 2. If with regard to the Licensed Territory or any market constituting a part thereof, Licensee fails in any customer satisfaction survey conducted pursuant to Section III.C. (except for the initial advisory survey) to attain an overall customer satisfaction rating of more than 70at least 65%, regardless of the terms of any probation; 3. If any principal stockholder or officer of Licensee is convicted of a felony, a fraud, or any other crime or offense that Licensor believes is reasonably likely to have an adverse effect on the Marks, the goodwill associated therewith, or Licensor's interest therein; 4. If a threat or danger to public health or safety results from the operation of the Licensee's Primary Services business or any of its businesses relating to the delivery of any Primary Services, Core Products, Additional Products or Additional ServicesCellular Telephone Service business; 5. If Licensee purports to assign or transfer any rights or obligations under this License Agreement to any third party (including without limitation, any reseller) or to effect a Change of Controlparty, contrary to the terms of Sections VI.B.4 VI.B.4. or X.B. of this License Agreement; 6. If, contrary to the terms of Section VII. hereof, Licensee discloses or divulges Confidential Information provided to Licensee by Licensor; 7. If Licensee knowingly submits any false reports of or information to Licensor or any entity conducting a customer satisfaction survey either during the application process or subsequent to the execution of this License Agreement; or; 8. If Licensee directly or indirectly contests in any court or proceeding the validity or registration of, or Licensor's ownership of, any of the Marks or other rights licensed hereunder.

TERMINATION BY LICENSOR - UPON NOTICE. Upon the occurrence of any of the following events, Licensee shall be deemed to be in default and Licensor may, at its option, terminate this License Agreement and all rights granted hereunder without affording Licensee any opportunity to cure the default, provided, that with respect to any termination pursuant to Section XI.C.1 or XI.C.2. below, such termination shall be applicable only to the market or markets which do not meet the required standards set forth therein. Said termination shall be effective immediately upon receipt of notice by Licensee (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination becomes effective): 1. If Licensee has been advised of its probation status pursuant to Section XI.E. and Licensee does not make a good faith effort to formulate and implement a plan during the term of probation, or, at the end of the term of probation, Licensee fails to meet the 85% overall minimum customer satisfaction rating (or the higher percentage established by Licensor under Section IV.A.) required for any market or markets in the Licensed Territory as a whole by the Quality Standards for Primary Services and Core Products; 2. If with regard to the Licensed Territory or any market constituting a part thereofof the Licensed Territory, Licensee fails in any customer satisfaction survey conducted pursuant to Section III.C. to attain an overall customer satisfaction rating of more than 70%, regardless of the terms of any probation; 3. If any principal stockholder or officer of Licensee is convicted of a felony, a fraud, or any other crime or offense that Licensor believes is reasonably likely to have an adverse effect on the Marks, the goodwill associated therewith, or Licensor's interest therein; 4. If a threat or danger to public health or safety results from the operation of the Licensee's Primary Services business or any of its businesses relating to the delivery of any Primary Services, Core Products, Additional Products or Additional Services; 5. If Licensee purports to assign or transfer any rights or obligations under this License Agreement to any third party (including without limitation, any reseller) or to effect a Change of Control, contrary to the terms of Sections VI.B.4 or X.B. of this License Agreement; 6. If, contrary to the terms of Section VII. hereof, Licensee discloses or divulges Confidential Information provided to Licensee by or on behalf of Licensor; 7. If Licensee knowingly submits any false reports of information to Licensor or any entity conducting a customer satisfaction survey either during the application process or subsequent to the execution of this License Agreement; or 8. If Licensee directly or indirectly contests in any court or proceeding the validity or registration of, or Licensor's ownership of, any of the Marks or other rights licensed hereunder.