ACKNOWLEDGEMENTS AND CONDITIONALITY Clause Samples

ACKNOWLEDGEMENTS AND CONDITIONALITY. 2.1 The Licensee acknowledges: (a) receipt of the TM Guidelines; (b) that all rights in the Marks belong to VEL; (c) save as expressly set out in this Deed, that no member of the NTL Group shall acquire or claim any title to any of the Marks by virtue of the rights granted to them by this Deed or through their use of the Marks either before or after the date of this Deed; (d) except in respect of trade marks that are the subject of an assignment to and/or re-filing by NTL pursuant to clauses 7.5, 9.13 and 9.14 of this Deed, that all goodwill generated or accrued by the use of the Marks by the Licensee and any other member of the NTL Group shall at all times be deemed to have accrued to VEL and the Licensee shall, and shall procure that all other members of the NTL Group shall, if so requested by VEL, execute an assignment in favour of VEL of any and all such goodwill; and (e) that it and the members of the NTL Group shall only use the Marks in relation to products and services forming part of the Licensed Activities. 2.2 At VEL’s cost (except to the extent that it specifically falls within the Licensee’s obligations under this Deed) the Licensee shall do any act and execute and deliver any documents reasonably required to give effect to clause 2.1. (a) If at the Commencement Date: (i) Virgin Mobile Holdings (UK) plc is not a wholly-owned Subsidiary of the NTL Group; or (ii) NTL Group has not appointed the majority of the directors of the board of Virgin Mobile Holdings (UK) plc, this Deed will apply, with such changes as are required, mutatis mutandis, so that this Deed does not apply to Virgin Mobile’s operations until such time as the NTL Group owns 100% of the issued ordinary shares of Virgin Mobile Holdings (UK) plc and NTL Group has appointed the majority of the directors of the board of Virgin Mobile Holdings (UK) plc or until such time as the NTL Group gives the notice provided for in clause 2.3(c) (the “Notice”); (b) until NTL Group gives the Notice, Virgin Mobile and VEL shall continue to be bound by the terms of the Virgin Mobile Licence without regard to this Deed. Any disputes as to the appropriate application of this Deed during this period shall be addressed by the parties in good faith in accordance with clause 14.6; (c) NTL Group may give VEL written notice at any time after the Commencement Date specifying that, with immediate effect, this Deed shall be effective in respect of Virgin Mobile and, in which event, the parties shall procure th...