Common use of TERMINATING Clause in Contracts

TERMINATING. (a) Subject to the time frames set forth in Section 12.1, if Permittee (i) fails to make any payment due within the time frame specified or otherwise comply with any material term or condition of this Agreement; or (ii) fails to obtain or maintain the appropriate CPCN from the CPUC; or (iii) installs or maintains any Attachments to Company Facilities used in connection as a CMRS provider (iv) fails to take reasonable steps to resolve any issue arising under Section 3.3 of this Agreement; (v) fails to maintain the insurance and bond requirements in compliance with Articles VI and XI of this Agreement; or (vi) fails to comply with the material requirements of this Agreement, the Company, at its sole discretion, upon thirty (30) days written notice to Permittee (or such shorter period of time as may be determined by the Company in order to comply with a notice from a Granting Authority or under law, if applicable), may terminate this Agreement without further liability any permission granted to Permittee as to all or any portion of those facilities which are the subjects of (i) through (vi) above, and Permittee shall immediately relinquish use of the Company Facilities and remove its Attachments from the Company Facilities in accordance with this Agreement prior to the effective date of termination. Notwithstanding the above, if within the period described above, Permittee obtains an order from a court or regulatory agency with jurisdiction over the challenge, dispute or claim against the Company’s authority to grant this license, which order allows Permittee to remain attached to the Company Facilities, Permittee shall be allowed to remain on or in the Company Facilities under the term of that order, until a final decision or judgment is made at the highest level desired by Permittee. In the event of such contest, Permittee shall indemnify and hold the Company harmless from any expense, legal action, or cost, including reasonable attorneys’ fees, resulting from the exercise of Permittee’s right to contest the actions of a Granting Authority under this Section 10.1. (b) This Agreement shall also terminate in whole or in part, upon the happening of any of the following events: (1) at the option of either Party, upon the termination or abandonment by Permittee of the use of all of the Permittee’s Attachments. If less than all of Permittee’s attachments are abandoned or terminated, the Company shall have the option of terminating its permission under this Agreement for only the Attachments abandoned or terminated; (2) at the option of the non-defaulting Party and without limiting the rights or remedies of the non-defaulting party, upon a breach or default by the other party of any material obligation hereunder and the continuance thereof following the expiration of the applicable remedy period; (3) upon the written mutual agreement of the Parties; or (4) in accordance with the provisions of Section 2.1, if the Company or the CPUC invoke the provisions of G.O. 69-C. (c) Upon termination of this Agreement for all or any portion of the Company Facilities, which are used by Permittee, Permittee shall immediately relinquish use of those Company Facilities and promptly remove its facilities or the Company may remove Permittee’s Attachments from the Company Facilities at Permittee’s expenses.