Avis 2007 Annual Report Download - page 191

ARTICLE VII
7.2 Licensor and Licensee agree to cooperate in their efforts to defend and enforce the Licensed Marks and to maintain the Licensed Marks
as valid. Licensee shall notify Licensor promptly in writing of any potential or actual infringements or imitations by others of the
Licensed Marks or of actions by others described in clauses (a) through (d) of Section 2.5 as may come to the Licensee’s attention, and
shall require the Sublicensees to do the same. Neither Licensee nor any Sublicensee shall initiate any suit or take any action in connection
with such infringement or imitation without the prior consent of Licensor, provided that if Licensor shall fail to take necessary protective
action promptly, Licensee may take such action as it deems necessary to preserve and protect the ownership by Licensor of the Licensed
Marks as well as the right of Licensee and the Sublicensees to use them as provided in this Agreement. To the extent requested by
Licensor, Licensee and the Sublicensees shall assist in the investigation and conduct of any legal action or other measure to defend or
enforce the Licensed Marks in the Licensed Territory.
8.
TERM AND TERMINATION
8.1 This Agreement shall become effective upon the date hereof and shall remain in force for fifty (50) years from the last day of the month
immediately following the date hereof unless terminated in accordance with the provisions of this Agreement.
8.2 In the event that a petition is presented against Licensee for its liquidation and such petition is not dismissed within ninety (90) days, or
Licensee shall make an assignment for the benefit of, or enter into any composition or arrangement with, creditors, or a receiver, trustee
or liquidator shall have been appointed for the business of Licensee, or if bankruptcy, reorganisation, insolvency or arrangement
proceedings under any other laws relating to the relief of debtors shall be commenced by or against Licensee and shall not be dismissed
within ninety (90) days, this Agreement shall terminate immediately and automatically without any prior notice to Licensee, provided
however, in the event of such termination, Licensee, its receivers, representatives, trustees, agents, administrators, successors and/or
assigns may continue to use the Licensed Marks with the consent of and under the specific instructions of Licensor.
8.3 If any person or entity, other than Licensor or any of its affiliates, who is or controls, is controlled by or is under common control with a
competitor of Licensor or Licensee acquires control, directly or indirectly, of thirty-five percent (35%) or more of the capital stock of
Licensee or of any successor in interest to Licensee or of the direct or indirect right to exercise the voting rights of such capital stock,
Licensor may, in its sole discretion, terminate this Agreement immediately on written notice to Licensee. For the purposes of this Section,
a “competitor” shall mean any person or company who owns or operates a business under an international, national or regional vehicle
rental system other than the Avis System, if such business, including agents or licensees thereof, (i) is carried on at more than 300 rental
locations and (ii) is operating more than 12,000 vehicles, provided that a person or company engaged primarily in leasing of vehicles for
terms of more than one year shall not be considered engaged in vehicle rental.
8.4 If the System License Agreement shall terminate for any reason, this Agreement shall terminate immediately and automatically without
any prior notice to Licensee.
8.5 The termination of this Agreement pursuant to Section 8.2n or 8.4 hereof shall not cause the termination of any Sublicense where the
Sublicensee is in compliance with the terms of this Agreement, including without limitation the Guidelines; provided, however, that in
the event of such termination of this Agreement the Sublicensees shall become direct licensees of the Licensor and of ARACS, as
appropriate, and Licensee shall enter into such agreements and make such certificates and filings as shall be reasonably necessary or
advisable to accomplish the same.