Common use of Brands Clause in Contracts

Brands. (i) On or before the Initial Effective Date, Operator and AirTouch will enter into and maintain in effect during the term specified therein, a Trademark License Agreement in the form of attached EXHIBIT A. On and after the Initial Effective Date, all Products and Services offered and sold by Operator's System will be offered and sold exclusively under the Licensed Marks (as defined in the Trademark License Agreement) pursuant to the terms and conditions of the Trademark License Agreement, except for any Product that Operator is prohibited from offering or selling under the Licensed Marks under the terms of the purchase agreement therefor, in which case such Product may be offered and sold under the brand of the manufacturer or distributor thereof. AirTouch will have the right, in its sole discretion, to substitute other Brand(s) for the Licensed Marks or to require Operator's System to use additional Brand(s) in connection with some or all of the Products and Services; provided that any Brand to be used by and licensed to Operator will be substantially the same as a Brand used in the Great Lakes region by the AirTouch Systems. If AirTouch designates any substitute or additional Brand, Operator will enter into a license agreement in respect of such Brand in such form as will be reasonably prescribed by AirTouch and will use such Brand only in compliance with the terms and conditions set forth in such license agreement; provided, however, that Operator will not be required to enter into any license agreement that provides for compensation thereunder that is in addition to that provided herein or the Trademark License Agreement. (ii) Each of Operator's business locations shall at all times during the term of this Agreement comply with AirTouch's reasonable requirements for showroom and display capacity, appearance, accessibility, equipment installation and maintenance capacity and efficiency, which requirements shall take into consideration the location and environment of Operator's Service Area. AirTouch will have the right to review and approve the plans, specifications and renderings of the proposed business location, which approval will not be unreasonably withheld or withdrawn. Operator further agrees to ensure that each of its agents, dealers or other Persons who are authorized by Operator to use the License Marks ("Operator's Distributors") is subject to the obligations set forth in this subsection (ii). (iii) Operator agrees that it will not permit any agent, distributor or other person to use any of the Licensed Marks unless such person has entered into a Trademark License Agreement with AirTouch in a form reasonably acceptable to AirTouch.

Brands. (i) On or before As soon as commercially reasonable, and in no event later than the Initial Effective date that is three (3) months following Operator's assumption of management control of California RSA #7 (the "Brand Launch Date, Operator and AirTouch will enter into and maintain in effect during the term specified therein, a Trademark License Agreement in the form of attached EXHIBIT A. On and after the Initial Effective Date"), all Products and Services offered and sold by Operator's System will be offered and sold exclusively under the Licensed Marks (as defined in the Trademark License Agreement) pursuant to the terms and conditions of the Trademark License Agreement, except for any Product that Operator is prohibited from offering or selling under the Licensed Marks under the terms of the purchase agreement therefor, in which case such Product may be offered and sold under the brand of the manufacturer or distributor thereof. AirTouch will have the right, in its sole discretion, to substitute other Brand(s) for the Licensed Marks or to require Operator's System to use additional Brand(s) in connection with some or all of the Products and Services; provided that any Brand to be used by and licensed to Operator will be substantially the same as a Brand used in the Great Lakes Southern California region by the AirTouch Systems. If AirTouch designates any substitute or additional Brand, Operator will enter into a license agreement in respect of such Brand in such form as will be reasonably prescribed by AirTouch and will use such Brand only in compliance with the terms and conditions set forth in such license agreement; provided, however, that Operator will not be required to enter into any license agreement that provides for compensation thereunder that is in addition to that provided herein or the Trademark License Agreement. (ii) Each of Operator's business locations shall at all times during the term of this Agreement comply with AirTouch's reasonable requirements for showroom and display capacity, appearance, accessibility, equipment installation and maintenance capacity and efficiency, which requirements shall take into consideration the location and environment of Operator's Service Area. AirTouch will have the right to review and approve the plans, specifications and renderings of the proposed business location, which approval will not be unreasonably withheld or withdrawn. Operator further agrees to ensure that each of its agents, dealers or other Persons who are authorized by Operator to use the License Marks ("Operator's Distributors") is subject to the obligations set forth in this subsection (ii). (iii) Operator agrees that it will not permit any agent, distributor or other person to use any of the Licensed Marks unless such person has entered into a Trademark License Agreement with AirTouch in a form reasonably acceptable to AirTouch.