SECTION 4.1, OR PRESERVE THE VALIDITY OF
LICENSOR'S RIGHTS IN THE MARK.
SECTION 4.3. LICENSEE SHALL, AT ITS SOLE EXPENSE, COMPLY AT ALL TIMES WITH ALL
APPLICABLE LAWS, REGULATIONS, EXCHANGE AND OTHER RULES AND REPUTABLE INDUSTRY
PRACTICE PERTAINING TO THE LICENSEE BUSINESS, THE USE OF THE MARK AND THE
COMPANY NAMES.
ARTICLE 5. TERMINATION.
SECTION 5.1. THE TERM OF THIS AGREEMENT ("TERM") COMMENCES ON THE EFFECTIVE DATE
AND CONTINUES IN PERPETUITY, UNLESS TERMINATION OCCURS PURSUANT TO THE OTHER
PROVISIONS OF THIS ARTICLE 5.
SECTION 5.2. IF LICENSEE MATERIALLY BREACHES ONE OR MORE OF ITS OBLIGATIONS
HEREUNDER, LICENSOR MAY TERMINATE THIS AGREEMENT, EFFECTIVE UPON WRITTEN NOTICE,
IF LICENSEE DOES NOT CURE SUCH BREACH WITHIN 30 DAYS WRITTEN NOTICE THEREOF (OR
ANY MUTUALLY-AGREED EXTENSION).
IF LICENSOR MATERIALLY BREACHES ONE OR MORE OF
ITS OBLIGATIONS HEREUNDER, LICENSEE MAY TERMINATE THIS AGREEMENT, EFFECTIVE UPON
WRITTEN NOTICE, IF LICENSOR DOES NOT CURE SUCH BREACH WITHIN 30 DAYS WRITTEN
NOTICE THEREOF (OR ANY MUTUALLY-AGREED EXTENSIONS).
LICENSOR MAY TERMINATE THIS
AGREEMENT IMMEDIATELY, EFFECTIVE UPON WRITTEN NOTICE, IF LICENSEE VIOLATES
ARTICLE 8.
SECTION 5.3. THIS AGREEMENT SHALL TERMINATE IMMEDIATELY IF AN AFFILIATE OF
LICENSOR IS NO LONGER ACTING AS MANAGER TO LICENSEE UNDER THE MANAGEMENT
AGREEMENT OR A SIMILAR AGREEMENT.
SECTION 5.4. LICENSOR HAS THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON
WRITTEN NOTICE TO LICENSEE IF (I) LICENSEE MAKES AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS; (II) LICENSEE ADMITS IN WRITING ITS INABILITY TO PAY DEBTS AS THEY
MATURE; (III) A TRUSTEE OR RECEIVER IS APPOINTED FOR A SUBSTANTIAL PART OF
LICENSEE'S ASSETS AND
2
(IV) TO THE EXTENT TERMINATION IS ENFORCEABLE UNDER LOCAL LAW, A PROCEEDING IN
BANKRUPTCY IS INSTITUTED AGAINST LICENSEE WHICH IS ACQUIESCED IN, IS NOT
DISMISSED WITHIN 120 DAYS, OR RESULTS IN AN ADJUDICATION OF BANKRUPTCY.
SECTION 5.5. IF AN EVENT DESCRIBED IN SECTION 5.4 OCCURS, LICENSOR SHALL HAVE
THE RIGHT, IN ADDITION TO ITS OTHER RIGHTS AND REMEDIES, TO SUSPEND LICENSEE'S
RIGHTS REGARDING THE COMPANY NAMES WHILE LICENSEE ATTEMPTS TO REMEDY THE
SITUATION.
SECTION 5.6. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, (I) LICENSEE
SHALL IMMEDIATELY CEASE, AND SHALL CAUSE THE SUBSIDIARIES TO CEASE, ALL USE OF
THE MARK, INCLUDING ALL COMPANY NAMES; (II) THE PARTIES SHALL COOPERATE SO AS TO
BEST PRESERVE THE VALUE OF THE MARK AND EACH COMPANY NAME; AND (III) SECTIONS
7.2, 7.3, 7.4, 7.5, 7.6 AND ARTICLE 9 SHALL SURVIVE ANY SUCH EVENT.
ARTICLE 6. INFRINGEMENT.
LICENSEE SHALL NOTIFY LICENSOR PROMPTLY AFTER IT
BECOMES AWARE OF ANY ACTUAL OR THREATENED INFRINGEMENT, IMITATION, DILUTION,
MISAPPROPRIATION OR OTHER UNAUTHORIZED USE OR CONDUCT IN DEROGATION
("INFRINGEMENT") OF THE MARK.
LICENSOR SHALL HAVE THE SOLE RIGHT TO BRING ANY
ACTION TO REMEDY THE FOREGOING, AND LICENSEE SHALL COOPERATE WITH LICENSOR IN
SAME, AT LICENSOR'S EXPENSE.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES.
SECTION 7.1. EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT:
(A) THIS AGREEMENT IS A LEGAL, VALID AND BINDING OBLIGATION OF THE WARRANTING
PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
THE EFFECT