Common use of Assignment and Sublicense Clause in Contracts

Assignment and Sublicense. A. This Agreement may not be assigned, transferred or otherwise delegated (collectively, an “Assignment”) by Licensee without the prior written consent of Licensor (not to be unreasonably withheld or delayed) except to a party who purchases or acquires, as a going concern, the business of Licensee in which the Trademarks are used and/or to any lenders providing financing to Licensee; provided, however, that prior to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it shall be bound by the terms and provisions of this Agreement and that such assignee (if it is other than a lender providing financing to Licensee) or a sublicensee or sublicensees of such assignee, as the case may be, shall operate such acquired business for its own benefit and at its own risk, or shall provide a guaranty of its obligations under this Agreement from an entity and in a form both of which are satisfactory in the reasonable judgment of Licensor; and provided further, however, that an assignee of this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any of its assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assignee. B. This Agreement may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the prior written consent of Licensee. C. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor of any sublicense and provided further, that Licensee provides to Licensor any sublicense agreement under which a sublicensee has been granted rights to use the Trademarks.

Assignment and Sublicense. A. This The Parties may only sublicense or Transfer their respective rights and obligations hereunder in accordance with this Section 11.1. (a) Commencing on the date hereof each of Licensor and Licensee shall be entitled to sublicense its rights or obligations under this Agreement may not be assigned, transferred or otherwise delegated (collectively, an “Assignment”) by Licensee without the prior written consent of Licensor (not the other Party hereto to a Permitted Transferee for so long as such Affiliate continues to be unreasonably withheld or delayed) except a Permitted Transferee. A sublicensing Party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such sublicensing Party under this Agreement and no sublicense to a party who purchases Permitted Transferee hereunder shall relieve Licensor or acquiresLicensee of its obligations pursuant to this Agreement. (b) Commencing on the date that is three (3) months following the date of the Closing under the Share Purchase Agreement, each of Licensor and Licensee shall be entitled to Transfer its rights or obligations under this Agreement without the written consent of the other Party hereto, to a Permitted Transferee of Licensor or Licensee, as applicable, for so long as such Affiliate continues to be a Permitted Transferee; provided, that such Transfer shall be null and void ab initio and of no further force and effect unless (i) such Transfer was effected in accordance with the terms and conditions of this Agreement and (ii) the Permitted Transferee, if not already a Party hereto, shall have executed and delivered to the other Party hereto, as a going concerncondition precedent to such Transfer, an instrument or instruments reasonably satisfactory to the business of Licensee in which other Party hereto, confirming that the Trademarks are used and/or to any lenders providing financing to Licensee; provided, however, that prior to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it Permitted Transferee shall be bound by the terms of this Agreement to the same extent applicable to the transferring Party, as if such Permitted Transferee was originally a Party hereto. Any such Permitted Transferee shall and provisions the transferring Party shall cause such Permitted Transferee to Transfer back to the transferring Party (or to another Permitted Transferee of the transferring Party), its rights and obligations hereunder prior to such Permitted Transferee ceasing to be a Permitted Transferee of the transferring Party. Upon such Permitted Transferee ceasing to be a Permitted Transferee hereunder, any Transfer of rights and obligations hereunder shall be null and void from inception and of no further force or effect. A transferring Party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such transferring Party under this Agreement and no Transfer to a Permitted Transferee hereunder shall relieve Licensor or Licensee of its obligations pursuant to this Agreement. (c) Except as otherwise provided in Section 2.1 hereof, commencing on the date on which all of the Milestone Payments to be paid pursuant to Section 2.2(b) of the Share Purchase Agreement have been paid to and received by the Seller (as defined in the Share Purchase Agreement) (provided that all such Milestone Payments may be pre-paid at any time, regardless of whether such Milestone Payments are then due under Section 2.2 of the Share Purchase Agreement) Licensee or its Permitted Transferees shall be entitled in accordance with this clause (c) to Transfer or sublicense its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Licensor; provided, further, that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Licensor as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Licensor confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to the Licensee or its Permitted Transferee as if such assignee Third Party was originally a Party hereto and (if it is ii) in the event of a Change in Control (other than a lender providing financing Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 6.2(b) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Licensor may only withhold its consent in the event that Licensor reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that the proposed Third Party transferee or sublicensee **** (iv) does not have financial condition at least comparable to that of the Licensee as of Closing under the Purchase Agreement or (v) has been or is currently debarred under the authority of the FDCA or the Food and Drugs Act and/or regulations thereunder. (d) Licensor or its Permitted Transferee shall be entitled to Transfer or sublicense its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Licensee; provided that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect, unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Licensee as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Licensee confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to Licensor or its Permitted Transferee as if such Third Party was originally a Party hereto and (ii) in the event of a Change in Control (other than a Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 6.2(b) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Licensee may only withhold its consent in the event that Licensee reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that (i) the proposed Third Party transferee or sublicensee or sublicensees does not have the financial condition to perform Licensor's obligations under this Agreement, (ii) if Licensor is not the surviving entity upon the consummation of such assigneeproposed Transfer, upon the consummation of such proposed Transfer the successor entity does not have manufacturing capacity at least comparable to Licensor's manufacturing capacity immediately prior to such proposed Transfer, (iii) such Transfer has not received all required Regulatory Approvals, or if Licensor is not to be the surviving entity upon the consummation of such proposed Transfer, upon the consummation of such proposed Transfer the proposed Third Party transferee will not have all Regulatory Approvals required for its performance of this Agreement or (iv) such proposed Third Party transferee or sublicensee has been or is currently debarred under the authority of the FDCA or the Food and Drugs Act and/or regulations thereunder. (e) Licensor and Licensee, as the case may be, and each of their respective present and former officers, directors, employees and Affiliates shall operate such acquired business for its own benefit be released and at its own risk, or shall provide a guaranty discharged of its respective rights and obligations under pursuant to this Agreement and from an entity any and all claims, rights, causes of actions or suits and recoveries related thereto upon the consummation of a Transfer to a Third Party in a form both of which are satisfactory in accordance with the reasonable judgment of Licensor; terms and provided further, however, that an assignee conditions set forth herein. (f) Subject to the foregoing provisions of this Section 11.1, this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any of its assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assignee. B. This Agreement may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the prior written consent of Licensee. C. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, of the parties hereto and their respective successors and permitted assignsassigns of each of the Parties. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor of any sublicense and provided further, that Licensee provides to Licensor any sublicense agreement under which a sublicensee has been granted rights to use the Trademarks.

Assignment and Sublicense. A. This Agreement (a) Except as otherwise specifically authorized by this Agreement, Licensee shall not, without the express written consent of FAI and Hospitality, which may not be assignedgranted or withheld, transferred in the sole discretion of either, (i) assign, transfer or otherwise delegated alienate, directly or indirectly (collectivelyby operation or law or otherwise) this Agreement or any of its rights or obligations hereunder or (ii) sublicense or subcontract any of the rights or obligations granted hereunder. Notwithstanding the foregoing, an “Assignment”) by Licensee without may assign this Agreement to any company which may acquire Licensee or substantially all of Licensee's assets or with which Licensee may merge provided Licensee shall have received the prior written consent approval of Licensor (FAI and Hospitality, such approval not to be unreasonably withheld and based solely on the financial condition, experience in the food manufacturing business and professional reputation of such company. (b) Licensee shall not at any time engage one or delayed) except more subcontractors to manufacture any Licensed Product without the prior written approval of FAI, such approval not to be unreasonably withheld and based solely on the financial condition, experience in the manufacture of ice cream products and professional reputation of such subcontractors). Notwithstanding the foregoing, Licensee may engage one or more subcontractors to manufacture one or more "Novelty Items" according to specifications or brand name approved in writing by FAI. Subcontractors manufacturing any Licensed Product bearing a party who purchases or acquiresLicensed Trademark must assume in writing, as a going concernprior to such manufacture, the business all obligations of Licensee in under this Agreement including, without limitation, all obligations of insurance and indemnity. "Novelty Items" consist of such items as Sundae Cups, Bars, Sticks, Cones and Sandwiches and such other similar items as from time to time specified by FAI which are made using ice cream, yogurt, sherbet, lites, ice milk or frozen ice. (c) Subject to the Trademarks are used terms and conditions of the License Agreements and this Paragraph 7(c), FAI may assign its rights and/or to any lenders providing financing to Licensee; its obligations under this Agreement provided, however, that prior FAI shall give Licensee written notice of any such assignment together with a right of first refusal to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until obtain such time as assignment at the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it shall be bound price and on the terms offered by the terms and provisions of this Agreement and that such assignee (if it is other than a lender providing financing to Licensee) or a sublicensee or sublicensees of such prospective assignee, as the case may bewhich right of first refusal, shall operate such acquired business for its own benefit and at its own riskto be effective, must be accepted by delivery of written notice of acceptance to FAI within ten (10) days after Licensee's receipt of notice of assignment from FAI. (d) Notwithstanding any sublicense or shall provide a guaranty of its obligations under this Agreement from an entity and in a form both of which are satisfactory in the reasonable judgment of Licensor; and provided further, however, that an assignee of this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized subcontracting by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any of its assets rights, duties or obligations hereunder, Licensee shall remain primarily liable for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any the performance of its assets in favor all obligations of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assigneeevery subcontractor and sublicensee. B. This Agreement may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the prior written consent of Licensee. C. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor of any sublicense and provided further, that Licensee provides to Licensor any sublicense agreement under which a sublicensee has been granted rights to use the Trademarks.

Assignment and Sublicense. A. This The Parties may only sublicense or Transfer their respective rights and obligations hereunder in accordance with this Section 12.1. (a) Commencing on the date hereof each of Licensor and Licensee shall be entitled to sublicense its rights or obligations under this Agreement may not be assigned, transferred or otherwise delegated (collectively, an “Assignment”) by Licensee without the prior written consent of Licensor (not the other Party hereto to a Permitted Transferee for so long as such Affiliate continues to be unreasonably withheld or delayed) except a Permitted Transferee. A sublicensing Party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such sublicensing Party under this Agreement and no sublicense to a party who purchases Permitted Transferee hereunder shall relieve Licensor or acquiresLicensee of its obligations pursuant to this Agreement. (b) Commencing on the date hereof, each of Licensor and Licensee shall be entitled to Transfer its rights or obligations under this Agreement without the written consent of the other Party hereto, to a Permitted Transferee of Licensor or Licensee, as applicable; provided, that such Transfer shall be null and void ab initio and of no further force and effect unless (i) such Transfer was effected in accordance with the terms and conditions of this Agreement, (ii) in connection with such Transfer, Licensor executes and delivers to Licensee a guarantee substantially in the form attached hereto as Exhibit A, and (ii) the Permitted Transferee, if not already a Party hereto, shall have executed and delivered to the other Party hereto, as a going concerncondition precedent to such Transfer, an instrument or instruments reasonably satisfactory to the business of Licensee in which other Party hereto, confirming that the Trademarks are used and/or to any lenders providing financing to Licensee; provided, however, that prior to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it Permitted Transferee shall be bound by the terms of this Agreement to the same extent applicable to the transferring Party, as if such Permitted Transferee was originally a Party hereto. Any such Permitted Transferee shall and provisions the transferring Party shall cause such Permitted Transferee to Transfer back to the transferring Party (or to another Permitted Transferee of the transferring Party), its rights and obligations hereunder prior to such Permitted Transferee ceasing to be a Permitted Transferee of the transferring Party. Upon such Permitted Transferee ceasing to be a Permitted Transferee hereunder, any Transfer of rights and obligations hereunder shall be null and void from inception and of no further force or effect. A transferring Party shall remain directly liable for the performance by its Permitted Transferee of all obligations of such transferring Party under this Agreement. No Transfer to a Permitted Transferee hereunder shall relieve Licensor or Licensee of its obligations pursuant to this Agreement. (c) Except as otherwise provided in Section 2.1 hereof, commencing on the date on which all of the One Time Payments (other than the * * * Payment, which payment shall only be required to be paid and received as a condition to Transfer if as of the date of Transfer, such payment is then due and payable under the terms of this Agreement) and the First Milestone Payment to be paid pursuant to Section 8.1 hereof have been paid to and received by the Licensor or its Affiliates (provided that all such One Time Payments and Milestone Payments may be pre-paid at any time, regardless of whether such One Time Payments and Milestone Payments are then due under Section 8.1 or 8.2 hereof), Licensee or its Permitted Transferees shall be entitled in accordance with this clause (c) to Transfer or sublicense its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Licensor; provided, further, that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Licensor as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Licensor confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to the Licensee or its Permitted Transferee as if such Third Party was originally a Party hereto and that such assignee Third Party is, or as of the date of the proposed Transfer will be, a party to the Supply Agreement and (if it is ii) in the event of a Change in Control (other than a lender providing financing Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 6.2(b) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Licensor may only withhold its consent in the event that Licensor reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that the proposed Third Party transferee or sublicensee * * *, (iv) does not have financial condition at least comparable to that of Licensee as of the Closing Date hereunder or (v) has been or is currently debarred under the authority of the FDCA or the Food and Drugs Act and/or regulations thereunder. (d) Licensor or its Permitted Transferee shall be entitled to Transfer or sublicense its rights and obligations under this Agreement to a Third Party, subject to the prior written consent of Licensee; provided that (i) in the event of a Volitional Change in Control such Transfer shall be null and void ab initio and of no further force and effect, unless (A) such Transfer was effected in accordance with the terms and conditions of this Agreement and (B) the Third Party shall have executed and delivered to Licensee as a condition precedent to such Transfer, an instrument or instruments reasonably satisfactory to Licensee confirming that the Third Party shall be bound by the terms of this Agreement to the same extent applicable to Licensor or its Permitted Transferee as if such Third Party was originally a Party hereto and (ii) in the event of a Change in Control (other than a Volitional Change in Control) such Transfer shall give rise to a right of termination pursuant to Section 6.2(b) herein unless such Transfer was effected in accordance with the terms and conditions of this Agreement. The Parties agree that Licensee may only withhold its consent in the event that Licensee reasonably determines (such determination to be made without unreasonable delay, and such consent, or the withholding thereof, to be promptly communicated once determined) that (i) the proposed Third Party transferee or sublicensee or sublicensees does not have the financial condition to perform Licensor's obligations under this Agreement, (ii) if Licensor is not to be the surviving entity upon the consummation of such assigneeproposed Transfer, upon the consummation of such proposed Transfer the successor entity will not have manufacturing capacity at least comparable to Licensor's manufacturing capacity immediately prior to such proposed Transfer, (iii) such Transfer has not received all required Regulatory Approvals, or if Licensor is not to be the surviving entity upon the consummation of such proposed Transfer, upon the consummation of such proposed Transfer, the proposed Third Party transferee will not have all Regulatory Approvals required for its performance of this Agreement or (iv) such proposed Third Party transferee or sublicensee has been or is currently debarred under the authority of the FDCA or the Food and Drugs Act and/or regulations thereunder. (e) Licensor and Licensee, as the case may be, and each of their respective present and former officers, directors, employees and Affiliates shall operate such acquired business for its own benefit be released and at its own risk, or shall provide a guaranty discharged of its respective rights and obligations under pursuant to this Agreement and from an entity any and all claims, rights, causes of actions or suits and recoveries related thereto upon the consummation of a Transfer to a Third Party in a form both of which are satisfactory in accordance with the reasonable judgment of Licensor; terms and provided further, however, that an assignee conditions set forth herein. (f) Subject to the foregoing provisions of this Section 12.1, this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any of its assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assignee. B. This Agreement may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the prior written consent of Licensee. C. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, of the parties hereto and their respective successors and permitted assignsassigns of each of the Parties. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor of any sublicense and provided further, that Licensee provides to Licensor any sublicense agreement under which a sublicensee has been granted rights to use the Trademarks.

Assignment and Sublicense. A. This Agreement (a) Licensor may sell, transfer or assign the Technology or any part of or interest therein provided that the assignee provides reasonable assurances to the Licensee that such assignee will be bound by all of the terms and conditions of this agreement and will not pledge or encumber any part of the Technology or otherwise subject the Technology or any part thereof to any lien or security interest. In the event the license granted herein shall become non- exclusive pursuant to the provisions of Article IV, the Licensor would not be assigned, transferred or otherwise delegated required to provide any assurances to the Licensee whatsoever. (collectively, an “Assignment”b) by Licensee without In accordance with Sections 4 and 5 above and with the prior written consent of the Licensor (which shall not to be unreasonably withheld or delayed(such consent shall be deemed given if Licensor fails to object within five (5) except to a party who purchases or acquires, as a going concerndays after Licensor receives written notice), the business Licensee may, assign any or all of Licensee in which the Trademarks are used and/or to any lenders providing financing to Licensee; provided, however, that prior to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), delegate any assignee of this Agreement must agree in writing, delivered to Licensor, that it shall be bound by the terms and provisions of this Agreement and that such assignee (if it is other than a lender providing financing to Licensee) or a sublicensee or sublicensees of such assignee, as the case may be, shall operate such acquired business for its own benefit and at its own risk, or shall provide a guaranty all of its obligations under this Agreement from an to any person or entity that acquires or otherwise succeeds to (whether by acquisition of assets, or otherwise) all or substantially all of Licensee's assets or business. In the event Licensee assigns its rights and in a form both delegates its obligations under this Agreement as permitted by this Section 11.7(b), Licensee shall automatically (and without the necessity of which are satisfactory in any further action on the reasonable judgment part of Licensor; ) be fully and provided further, however, that an assignee of this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted unconditionally released and discharged from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any all of its assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assigneeobligations under this Agreement. B. This Agreement may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the (c) With Licensor's prior written consent which shall not be unreasonably withheld (such consent shall be deemed given if Licensor fails to object within five (5) days after Licensor's receipt of Licenseewritten notice), the Licensee may grant sublicenses to such persons, for such territories and on such reasonable business terms as Licensee determines to be appropriate. C. This Agreement and all of (d) Any attempted transfer, assignment or delegation which does not fully comply with the provisions hereof set forth in Sections 11.7 (a), (b) and (c) above, shall be binding upon deemed null and inure to the benefit of, void and be enforceable by, the parties hereto of no force and their respective successors and permitted assignseffect. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor of any sublicense and provided further, that Licensee provides to Licensor any sublicense agreement under which a sublicensee has been granted rights to use the Trademarks.

Assignment and Sublicense. A. This Agreement may not be assigned(a) Except as otherwise provided in this xxxxxxxxx 00, transferred or otherwise delegated (collectivelyxxxx of the parties hereto shall, an “Assignment”) by Licensee without the prior written consent of Licensor the other parties hereto, (not to be unreasonably withheld i) sublicense, assign or delayed) otherwise transfer its rights or obligations under this Agreement, except to an Affiliate provided that if a party who purchases assigns or acquiresotherwise transfers its rights or obligations to an Affiliate, such assigning party shall provide to the other parties an unconditional guaranty of performance of all of the obligations of its Affiliate hereunder substantially in the form of the guaranty attached hereto as Exhibit F; (ii) sublicense, assign or otherwise transfer the rights to use the Licensed Xxxx herein granted or any part thereof in the Licensed Territory; or (iii) authorize any other person, firm or corporation to use the Licensed Xxxx or any trademarks, service marks or tradenames colorably or confusingly similar thereto, or any abbreviations, combinations or derivations thereof in the Licensed Territory. Notwithstanding the foregoing, Trademark Owner and Licensor may assign their rights and obligations under this Agreement, without Licensee's consent, in connection with the sale of all or substantially all of the assets of Trademark Owner and Licensor or in connection with a going concern, the business of Licensee merger or consolidation in which Trademark Owner or Licensor is not the Trademarks are used and/or to any lenders providing financing to Licensee; providedsurviving party, however, that prior to an Assignment (which for these purposes only shall not include any pledge of this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it shall be bound by the terms and provisions of this Agreement and provided that such assignee (if it is other than a lender providing financing to Licensee) purchaser of the assets or a sublicensee or sublicensees of such assigneesurviving entity, as the case may be, shall operate such acquired business for its own benefit assume all obligations of Trademark Owner and at its own riskLicensor hereunder and shall cause any parent company to execute a guaranty, or similar to that set forth in paragraph 13(d), whereby the guaranty executed by Barneys New York, Inc. and Trademark Owner, pursuant to paragraph 13(d), shall provide terminate. This Agreement shall not prohibit Trademark Owner from selling the Licensed Marks unrelated to a guaranty sale of substantially all of its assets, without Licensee's consent; provided that Trademark Owner and Licensor shall remain in a position to fulfill their respective obligations under this Agreement, which shall continue for the term of this Agreement. Notwithstanding the foregoing, Trademark Owner and Licensor shall have the right to xxxxx x xxxx on, or security interest in, this Agreement from an entity and in a form both of which are satisfactory in the reasonable judgment of Licensortheir rights herein; and provided furtherit being understood, however, that this shall not be deemed to constitute a consent to an assignee assignment in violation of this paragraph 13, whether by foreclosure, foreclosure sale or otherwise . (b) Subject to the prior written approval of Licensor, Licensee shall have the right to sublicense to other retail store operators of a very high quality, the right to operate in-store Retail Locations. The request for such approval shall include the identity of the sublicensee, the nature and the location of the stores in which the Retail Locations are to be operated, the location of the Retail Locations within each store, the proposed line of merchandise, the type of merchandise and such other information as Licensor may reasonably request. Licensee shall require each sublicensee to comply with all of the provisions of this Agreement shall not by virtue regarding the design of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct Retail Locations, the merchandising, marketing and operation thereof, the selection of such businessLicensed Products for sale therein and, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturingthe requirements of at least paragraph 17. No sublicensee shall have any right other than to operate an in-store Retail Location in the store specified and to sell approved Licensed Products in such Retail Locations. (c) Licensee (but not any sublicensee) shall have the right to grant concessions to other operator(s) for the operation of departments within any free-standing Retail Location operated by Licensee to the extent necessitated by the retail business practice in Japan and consistent with the seasonal merchandising plan developed by Licensor and Licensee pursuant to paragraph 9. The merchandising, distribution marketing and administrative services, or (iii) transferring any of its assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors operation of such assignee. B. This Agreement may departments and the selection of Licensed Products for sale therein shall at all times be assigned, transferred, sublicensed or otherwise delegated by Licensor without under the prior written consent direction and control of Licensee. C. This Agreement Licensee and shall comply with all of the provisions hereof of this Agreement as if such departments were operated by Licensee. (d) Upon execution of this Agreement, Licensor shall cause Barneys New York, Inc. and Trademark Owner to execute an unconditional guaranty of the performance of all of the obligations of Licensor hereunder in the form attached hereto as Exhibit F. (e) Upon execution of this Agreement, Licensee shall cause Isetan to execute an unconditional guaranty of the performance of all of the obligations of Licensee hereunder and the payment of all amounts required to be binding upon and inure to paid by Licensee hereunder in the benefit ofform attached hereto as Exhibit G, PROVIDED, HOWEVER, that such guaranty shall continue until Licensee is no longer a subsidiary company of Isetan if, and be enforceable byonly if, the successor parent company to Licensee executes a similar unconditional guaranty of Licensee's performance AND such successor parent company has a credit rating equal to or superior to that of Isetan. If Isetan or Licensee desires to effectuate an initial public offering of the capital stock of Licensee, the parties hereto will negotiate in good faith whether the Isetan guaranty will be released and, if so, the mutually agreeable terms for such release; it being understood however that Trademark Owner and their respective successors and permitted assignsLicensor have no obligation to release the Isetan guaranty. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor of any sublicense and provided further, that Licensee provides to Licensor any sublicense agreement under which a sublicensee has been granted rights to use the Trademarks.

Assignment and Sublicense. A. This Agreement may not be assigned, transferred or otherwise delegated (collectively, an “Assignment”a) by Licensee without the prior written consent of Licensor (not to be unreasonably withheld or delayed) except to a party who purchases or acquires, as a going concern, the business of Licensee in which the Trademarks are used and/or to any lenders providing financing to Licensee; provided, however, that prior to an Assignment (which for these purposes only shall not include any pledge of Neither this Agreement to a lender providing financing to Licensee until such time as the lender exercises its rights under applicable pledge agreements, security agreements or other collateral documents), any assignee of this Agreement must agree in writing, delivered to Licensor, that it shall be bound by the terms and provisions of this Agreement and that such assignee (if it is other than a lender providing financing to Licensee) or a sublicensee or sublicensees of such assignee, as the case may be, shall operate such acquired business for its own benefit and at its own risk, or shall provide a guaranty of its obligations under this Agreement from an entity and in a form both of which are satisfactory in the reasonable judgment of Licensor; and provided further, however, that an assignee of this Agreement shall not by virtue of this Paragraph 16A be required to purchase or acquire any particular assets utilized by Licensee in connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the conduct of such business, (ii) subcontracting any function incident to its operation of such business including, without limitation, manufacturing, distribution and administrative services, or (iii) transferring any of its assets for value in an arms-length transaction to an unaffiliated third party the rights or establishing security interests in any of its assets in favor of an unaffiliated third party, provided that any such action does not constitute an act of fraud against the creditors of such assignee. B. This Agreement obligations hereunder may be assigned, transferred, sublicensed or otherwise delegated assigned by Licensor without the prior written consent of Licensee. C. This Agreement and all (b) Prior to the payment of the provisions hereof Licensed Patents Additional Consideration pursuant to Section 3.2 and the conversion of the license pursuant to Section 2.2, Licensee shall be binding not assign or sublicense any of its rights or obligations hereunder. Following the payment of the additional consideration pursuant to Section 3.2 and the conversion of the license pursuant to Section 2.2, Licensee may, upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. D. This Agreement may be sublicensed, in whole or in part, by Licensee, without the prior written consent of Licensor, provided that Licensee provides prior written notice to Licensor indicating the identity of any proposed assignee or sublicensee, freely assign and sublicense its rights and provided furtherobligations hereunder; provided, however, that Licensee provides to Licensor shall not assign this Agreement or grant any sublicense agreement hereunder to any person that produces or distributes products or provides services in direct competition with the products and services of Licensor; provided further that any sublicense granted by Licensee under which a sublicensee has been granted this Agreement shall contain terms and conditions at least as restrictive as those contained in this Agreement and shall contain no rights to use further sublicense; provided further that any permitted assignee or transferee must expressly consent in writing to be bound by the Trademarksterms and conditions of this Agreement. (c) Notwithstanding anything herein to the contrary, either party may, with written notice to the other party, assign this Agreement (i) to the survivor in a merger involving such party, (ii) to the acquirer of all or substantially all of such party’s assets, stock, or a business unit related to this license agreement or (iii) an Affiliate of such party. (d) Any sublicense granted or assignment or transfer in violation of this Section 5.8 shall be void and without effect.