Common use of Required Rights Clause in Contracts

Required Rights. 6.01 Grantor agrees to obtain and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary for Grantor to obtain in order to permit Grantor to construct, install and keep installed, and maintain the Grantee Fibers within such Segment in accordance with this Agreement and to convey the license in the Grantee Fibers to Grantee and all other rights under this Agreement (collectively, the "Required Rights"). Grantee shall obtain, prior to the commencement of the Term, and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license to Grantee and for Grantee to use the Grantee Fibers. 6.02 In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Grantor is not contesting in good faith the validity of such claimed or alleged failure, Grantor shall give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 If, after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, and any such relocation shall be constructed substantially in accordance with the construction specifications set forth in Exhibit "C", incorporate fiber meeting or exceeding the specifications set forth in Exhibit "D" and be subject to Acceptance Testing Procedures and Standards in Exhibit "B." Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocation) related to such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected Segments of the Grantor System.

Required Rights. 6.01 Grantor agrees to obtain and maintain in full force and effect for and during the Term Minimum Period of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary for Grantor to obtain the use of poles, conduit, cable, wire or other physical plant facilities, as well as any such rights, licenses, authorizations (including without limitation, any necessary federal, state or tribal authorizations and any environmental permits) in order to permit Grantor to construct, install and keep installed, and maintain the Grantor System including the Grantee Fibers Fibers, within such Segment along the System Route in accordance with this Agreement and to convey provide Grantee with the license in the Grantee Fibers to Grantee and all other rights under this Agreement IRU (collectively, the "Required Rights"). . 6.02 In the event that after the Term of a Segment has been extended beyond the Minimum Period in accordance with Article 5, a Required Right shall expire or otherwise terminate, the Term of the IRU with respect to such Segment and the Grantee Fibers within such Segment or any portion thereof affected thereby, shall obtainlikewise automatically expire and terminate; provided, prior in the event Grantor shall extend or renew such Required Right (whether by the exercise of any option in favor of Grantor or otherwise), at Grantee's option, and subject to any adjustment to the commencement Monthly Charge pursuant to Section 13.05, the Term shall continue with respect to the Grantee Fibers within such Segment or portion thereof until the end of the Termeconomic life of the Grantee Fibers as determined by Grantor in accordance with Section 5.03, or Confidential and maintain in full force and effect Proprietary until the subsequent expiration or termination of such Required Right, whichever occurs first. Except for and during any termination of this Agreement authorized under Article 20, Grantor shall provide Grantee at least sixty (60) days prior written notice of the expiration of the Term of each Segment all rights, licenses, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license to Grantee and for Grantee to use the Grantee FibersSegment. 6.02 6.03 In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Grantor is not contesting in good faith the validity of such claimed or alleged failure, in good faith, Grantor shall promptly give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 If6.04 Notwithstanding anything contained herein to the contrary, if after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, including any of the facilities used or required in providing the IRU, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. ; provided that (a) Grantor shall coordinate with Grantee shall be kept and keep Grantee fully informed of all determinations made by Grantor in connection with such relocation, and (b) any such relocation shall be constructed substantially in accordance with the construction specifications set forth in Exhibit "CF", incorporate fiber ----------- meeting or exceeding the specifications set forth in Exhibit "DG" and be subject ----------- to Acceptance Testing Procedures and Standards in Exhibit "B." (c) Grantor shall use commercially reasonable good faith efforts to minimize any interference with or interruption of use of the Grantee Fibers. Grantee shall have the right, but not the obligation, to have Grantee representatives present to observe any such relocation. Unless such relocation is caused by Grantor's default or breach of the term and provisions of a Required Right, Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocationTesting) related to of such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the such affected Segments of the Grantor SystemSegment.

Required Rights. 6.01 Grantor agrees to obtain and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary for Grantor to obtain in order to permit Grantor to construct, install and keep installed, and maintain the Grantee Fibers within such Segment in accordance with this Agreement and to convey the license IRU in the Grantee Fibers to Grantee and all other rights under this Agreement pursuant to the IRU (collectively, the "Required Rights"). Grantee shall obtain, prior to the commencement of the Term, and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license IRU to Grantee and for Grantee to use the Grantee Fibers. 6.02 In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Grantor is not contesting in good faith the validity of such claimed or alleged failure, Grantor shall give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 If, after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, and any such relocation shall be constructed substantially in accordance with the construction specifications set forth in Exhibit "C", incorporate fiber meeting or exceeding the specifications set forth in Exhibit "D" and be subject to Acceptance Testing Procedures and Standards in Exhibit "B." Testing. Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocation) related to such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected Segments of the Grantor System.

Required Rights. 6.01 Grantor covenants and agrees to that, during the Term of each Segment, it shall obtain and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary for Grantor to obtain in order to permit Grantor to construct, install and install, keep installed, installed and maintain the Grantee Fibers within and Grantee Conduit comprising such Segment in accordance with this Agreement Segment, to grant the IRU and to convey the license in the provide Grantee Fibers to Grantee and with all other rights and privileges (it being understood that Grantee's option rights under Section 7.06, prior to the exercise thereof, shall not be considered for this purpose) under this Agreement (collectively, the "Required Rights"). Grantor shall use its commercially reasonable best efforts to cause each such Required Right to provide (a) Grantee shall obtainwith notice of any default on the part of Grantor thereunder and to permit Grantee to cure, prior on behalf of and at the expense of Grantor, any such default and, thereafter, to continue the use of such Required Right in accordance with Grantor's rights and interests thereunder, (b) subject to the commencement last sentence of the Termthis Section 6.01, option or 6.02 Grantor further covenants and maintain in full force and effect for and agrees that during the Term of the IRU with respect to each Segment all rightsSegment: (a) Grantor shall observe and perform each and every of its obligations under each Required Right if the failure to observe and perform any such obligation or obligations would permit the grantor or provider of such Required Right to terminate such Required Right prior to its stated expiration date or to increase the fees, licensescharges or assessments due to such grantor or provider, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license to Grantee and for Grantee or would otherwise adversely impair or affect Grantee's rights to use the Grantee Fibers. 6.02 In , the Grantee Conduit and the Associated Property hereunder; (b) in the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Right (unless Grantor is not contesting in good faith the validity of such claimed or alleged failurefailure in good faith, provided such contest does not adversely impair or affect Grantee's rights hereunder ), Grantor shall give written notice of such failure to Grantee (promptly following the date Grantor shall have received notice of such failure) and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 If, after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, and any such relocation shall be constructed substantially in accordance with the construction specifications set forth in Exhibit "C", incorporate fiber meeting or exceeding the specifications set forth in Exhibit "D" and be subject to Acceptance Testing Procedures and Standards in Exhibit "B." Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocation) related to such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected Segments of the Grantor System.and

Required Rights. 6.01 5.01 Grantor agrees to obtain and maintain in full force and effect for and during the Term of each Segment all rights, licenses, franchises, permits, authorizations, rights-of-way, easements and other similar agreements which that are necessary for Grantor to obtain in order to permit Grantor to (i) construct, install and keep installed, maintain, and maintain where necessary repair the Grantee Relevant Fibers within such Segment in accordance with this Agreement Agreement; (ii) provide Grantee with the IRU; and to convey the license in the Grantee Fibers to Grantee and (iii) perform all of Grantor's other rights obligations under this Agreement (collectively, the "Required Rights"). Grantee shall obtain, prior to the commencement of the Term, and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license to Grantee and for Grantee to use the Grantee Fibers. 6.02 In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right5.02 Notwithstanding Section 5.01, and Grantor is not contesting in good faith the validity of such claimed or alleged failure, Grantor shall give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 Ifif, after the Acceptance Date with respect to a SegmentDate, Grantor is legally required (i) by a Force Majeure Event or by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. ; provided that Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, relocation and any such relocation shall be constructed substantially is performed in accordance a manner that minimizes the extent and duration of any interruption in Grantee's use of the Relevant Fibers. Unless such relocation constitutes Scheduled Maintenance or is the result of Grantor's negligence, non-compliance with the construction specifications set forth in Exhibit "C"industry standards, incorporate fiber meeting willful misconduct or exceeding the specifications set forth in Exhibit "D" and be subject to Acceptance Testing Procedures and Standards in Exhibit "B." Grantor's breach of this Agreement, Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocation) related to of such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority) third parties), allocated to Grantee pro rata based on the basis of the total number of Grantee Fibers and the total fiber count in fibers within the affected Segments portion of the Grantor System. Notwithstanding the foregoing, in the event that Grantor is required to relocate the Grantor System containing any Relevant Fibers, Grantee shall have the right, by delivery of written notice to Grantor no later than fifteen (15) days after Grantee is informed of such relocation, to elect to terminate the Term with respect to the affected segment of the Grantor System within which such Relevant Fibers are located and not to pay any allocated share of the Costs associated with the relocation of such Relevant Fibers. Grantee shall not be entitled to any refund of the IRU Fee in the event that Grantee elects to terminate the Term hereunder. 5.03 Grantor agrees to maintain at its principal place of business complete and accurate records of its business and transactions that are relevant to the determination of the Costs under all applicable provisions of this Agreement (including without limitation under Sections 5.02, 8.02 and 10) and any payments to be made under this Agreement which are based on Costs. Grantor agrees to maintain all of the information referred to in this Section for *** from the date of its preparation, and Grantor agrees that Grantee shall have the right to inspect or audit any such records during usual business hours and upon reasonable advance notice to Grantor; any such request for audit must be delivered no later than *** after the Costs which are the subject of the audit were invoiced to Grantee. The audit or inspection shall be at Grantee's sole expense unless a discrepancy resulting in an overpayment by Grantee of *** or more is discovered, in which event Grantor shall pay Grantee's expenses for the audit or inspection. Any reimbursement and payment of Grantee's expenses required from Grantor as a result of such audits or inspections shall be made within thirty (30) days of Grantor's receipt of an invoice for such payment. 5.04 If the relocation is the result of Grantor's negligence, conduct that is not in compliance with industry standards, willful misconduct or Grantor's breach of this Agreement, Grantee shall have no reimbursement obligations towards Grantor whatsoever for the Costs of any such relocation. In addition, if a relocation results as described in the foregoing sentence and such relocation materially and adversely impacts the provision of Grantee's operations or services, Grantee upon five (5) days notice to Grantor may terminate this Agreement with respect to such Grantor System without any penalty or further obligations or liability to Grantor respecting such affected Grantor System. In that event, Grantee shall receive a refund of the unused portion of the IRU Fee paid by Grantee for such affected Grantor System (prorated on a straight-line basis).

Required Rights. 6.01 Grantor agrees to obtain and maintain in full force and effect for and during the Term Minimum Period of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary for Grantor to obtain in order to permit Grantor to construct, install and keep installed, and maintain the Grantee Fibers within such Segment in accordance with this Agreement and to convey provide Grantee with the license in right of use of the Grantee Fibers to Grantee and all other rights under this Agreement pursuant to the IRU (collectively, the "“Required Rights"”). Grantee shall obtain, prior to the commencement of the Term, and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license to Grantee and for Grantee to use the Grantee Fibers. 6.02 In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Grantor is not contesting in good faith the validity of such claimed or alleged failure, in good faith, Grantor shall give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 If, after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "“Relocating Authority"”), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, including any of the facilities used or required in providing the IRU, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. ; provided that (a) Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, and (b) any such relocation shall be constructed substantially in accordance with the construction specifications set forth in Exhibit "C"“F”, incorporate fiber meeting or exceeding the specifications set forth in Exhibit "D" ”G” and be subject to Acceptance Testing Procedures and Standards in Exhibit "B." Testing. Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocationTesting) related to of such relocation (to the extent Grantor has not been reimbursed by the Relocating AuthorityAuthority and only if the total unreimbursed Costs associated with such relocation exceed $[***]) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected Segments of the Grantor System.

Required Rights. 6.01 Grantor agrees to obtain and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary for Grantor to obtain in order to permit Grantor to construct, install and keep installed, and maintain the Regeneration Facilities, Opamp Facilities and Grantee Fibers within such Segment in accordance with this Agreement and to convey the license IRU in the Grantee Fibers to Grantee and all other rights under this Agreement pursuant to the IRU (collectively, the "Required Rights"). Grantee shall obtain, prior to the commencement of the Term, and maintain in full force and effect for and during the Term of each Segment all rights, licenses, permits, authorizations, franchises and other approvals which are necessary for Grantee to obtain in order to permit Grantor to grant the license IRU to Grantee and for Grantee to use the Grantee Fibers. 6.02 In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Grantor is not contesting in good faith the validity of such claimed or alleged failure, Grantor shall give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith. 6.03 If, after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or provider of any Required Right, (iii) by any other Person having the authority to so require (each a "Relocating Authority"), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, Grantor shall have the right to either proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for, such relocation, or to pay such amounts to the Relocating Authority as are necessary to avoid the need for such relocation. Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, and any such relocation shall be constructed substantially in accordance with the construction specifications set forth in Exhibit "CD", incorporate fiber meeting or exceeding the specifications set forth in Exhibit "DE" and be subject to Acceptance Testing Procedures and Standards in Exhibit "B." Testing. Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing and including amounts paid to a Relocating Authority to avoid relocation) related to such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected Segments of the Grantor System.