Common use of Termination by Verizon Clause in Contracts

Termination by Verizon. (a) If Publisher commits a Material Default, Verizon may provide written notice to Publisher specifying such Material Default in reasonable detail (a “Default Notice”). Upon receipt of any Default Notice, Publisher may elect to (i) cure the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Verizon pursuant to Section 5.4(a) for any Losses relating to, arising out of or resulting from such Material Default. If within 45 days of Publisher’s receipt of any Default Notice Publisher has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 day period, provided Verizon with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and given Verizon written notice of its agreement to indemnify Verizon for any Losses relating to, arising out of or resulting from such Material Default, Verizon may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Publisher provides Verizon with written notice disputing the existence of the Material Default specified in such Default Notice within 45 days of Publisher’s receipt of such Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Verizon may terminate this Agreement (including Publisher’s official directory publisher status) and/or seek a judicial remedy. (b) If Publisher breaches this Agreement in a manner that results in a material and continuing failure to discharge the Publishing Obligation with respect to any Primary Directory (a “Primary Directory Default”), Verizon may provide written notice to Publisher specifying such Primary Directory Default in reasonable detail (a “Directory Default Notice”). Upon receipt of any Directory Default Notice, Publisher may elect to (i) cure the Primary Directory Default specified in such Directory Default Notice (unless such Primary Directory Default is not susceptible to cure) and (ii) agree to indemnify Verizon pursuant to Section 5.4(a) for any Losses relating to, arising out of or resulting from such Primary Directory Default. If within 45 days of Publisher’s receipt of any Directory Default Notice Publisher has not cured the Primary Directory Default specified in such Directory Default Notice (or, if not reasonably curable within such 45 day period, provided Verizon with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Primary Directory Default as soon as reasonably practicable, not to exceed 90 days) and given Verizon written notice of its agreement to indemnify Verizon for any Losses relating to, arising out of or resulting from such Primary Directory Default, Verizon may terminate this Agreement with respect to the Service Area in which the Primary Directory specified in such Directory Default Notice is Published and/or seek a judicial remedy. Notwithstanding the foregoing, if Publisher provides Verizon with written notice disputing the existence of the Primary Directory Default specified in such Directory Default Notice within 45 days of Publisher’s receipt of such Directory Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Primary Directory Default specified in such Directory Default Notice occurred and remains uncured, Verizon may terminate this Agreement with respect to the Primary Directory specified in such Directory Default Notice and/or seek a judicial remedy. (c) Verizon may terminate this Agreement (including Publisher’s official directory publisher status) if Verizon has terminated this Agreement pursuant to Section 6.2(b) above with respect to 20% or more of Verizon Subscribers in the Service Areas, such percentage determined by using a numerator of the total number of Verizon Subscribers in the Service Areas terminated by Verizon pursuant to Section 6.2(b) above and a denominator of the total number of Verizon Subscribers in the Service Areas that would have been subject to this Agreement had Verizon not elected to terminate any such Service Areas pursuant to Section 6.2(b) above. (d) In the event Verizon ceases to provide local telephone service in all or any portion of any Service Area, Verizon may terminate this Agreement with respect to such Service Area or portion thereof. (e) In the event of a termination of this Agreement in its entirety or with respect to all or any portion of any Service Area, the Branding Agreement shall terminate to the extent set forth in Sections 11(d)(vi)-(viii) of the Branding Agreement. In the event of a termination of the Branding Agreement with respect to any Service Area, Verizon shall have the right to terminate this Agreement with respect to such Service Area.