Common use of Assignment and Sublicense Clause in Contracts

Assignment and Sublicense. Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned or sublicensed (subject to Section 2(b)) by Licensee; provided, however, that Licensee may, without consent, and upon prior written notice to Licensor, (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder (excluding such rights with respect to the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Subsidiaries of any Retained Licensed Copyrights will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 14, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Assignment and Sublicense. Neither this A. This Agreement nor any rights and obligations 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 hereunder may be assigned or sublicensed (subject in which the Trademarks are used and/or to Section 2(b)) by 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 mayuntil such time as the lender exercises its rights under applicable pledge agreements, without consentsecurity agreements or other collateral documents), and upon prior written notice any assignee of this Agreement must agree in writing, delivered to Licensor, (a) assign 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 sublicensea sublicensee or sublicensees of such assignee, solely within as the scope 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 License, the rights granted hereunder (excluding such rights with respect to the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate reasonable judgment of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, 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 no event may connection with such business prior to such Assignment nor shall an assignee be restricted from (i) leasing any assets used by it in the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date conduct of such assignment. Licensee shall be responsible for the activities business, (ii) subcontracting any function incident to its operation of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer such business including, without limitation, manufacturing, distribution and administrative services, or other disposition by Licensor or (iii) transferring any of its Subsidiaries of assets for value in an arms-length transaction to an unaffiliated third party or establishing security interests in any Retained Licensed Copyrights will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this 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 pertains. Subject to may be assigned, transferred, sublicensed or otherwise delegated by Licensor without the preceding sentences prior written consent of this Section 14, this Licensee. C. This Agreement and all of the provisions hereof shall be binding upon, upon and inure to the benefit of of, and be enforceable by 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. Neither this Agreement nor any 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 without the written consent of the other Party hereto to a Permitted Transferee for so long as such Affiliate continues to be 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 Permitted Transferee hereunder may shall relieve Licensor or Licensee 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 assigned entitled to Transfer its rights or sublicensed (subject obligations under this Agreement without the written consent of the other Party hereto, to Section 2(b)) by a Permitted Transferee of Licensor or Licensee, as applicable, for so long as such Affiliate continues to be a Permitted Transferee; provided, however, that Licensee may, without consent, such Transfer shall be null and upon prior written notice to Licensor, void ab initio and of no further force and effect unless (ai) assign such Transfer was effected in accordance with the terms and conditions of this Agreement or sublicenseand (ii) the Permitted Transferee, solely within the scope of the Licenseif not already a Party hereto, the rights granted hereunder (excluding such rights with respect shall have executed and delivered to the Licensed Copyrightsother Party hereto, for which no rights as a condition precedent to grant sublicenses thereof such Transfer, an instrument or thereto are granted hereunder)instruments reasonably satisfactory to the other Party hereto, in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, confirming that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee Permitted Transferee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition bound by Licensor or any of its Subsidiaries of any Retained Licensed Copyrights will be made subject to 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 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 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 Licensor may freely assign 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 whole or the event of a Volitional Change in part Control such Transfer shall be null and void ab initio and of no further force and effect, unless (A) such Transfer was effected in connection accordance with the transfer 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 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 proposed 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 any portion 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 be released and discharged of its business respective rights and obligations pursuant to which this Agreement pertains. and from 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 accordance with the terms and conditions set forth herein. (f) Subject to the preceding sentences foregoing provisions of this Section 1411.1, this Agreement shall be binding upon, upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assignsassigns of each of the Parties.

Assignment and Sublicense. Neither (a) Except as otherwise specifically authorized by this Agreement, Licensee shall not, without the express written consent of FAI and Hospitality, which may be granted or withheld, in the sole discretion of either, (i) assign, transfer or otherwise alienate, directly or indirectly (by operation or law or otherwise) this Agreement nor or any of its rights or obligations hereunder or (ii) sublicense or subcontract any of the rights or obligations granted hereunder. Notwithstanding the foregoing, Licensee 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 approval of 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 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 Licensed Trademark must assume in writing, prior to such manufacture, all obligations of Licensee hereunder 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 terms and conditions of the License Agreements and this Paragraph 7(c), FAI may be assigned or sublicensed (subject to Section 2(b)) by Licensee; assign its rights and/or its obligations under this Agreement provided, however, that FAI shall give Licensee may, without consent, and upon prior written notice of any such assignment together with a right of first refusal to Licensorobtain such assignment at the price and on the terms offered by the prospective assignee, (a) assign this Agreement or sublicense, solely within the scope which right of the License, the rights granted hereunder (excluding such rights with respect to the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in partfirst refusal, to an Affiliate 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 subcontracting by Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Subsidiaries of any Retained Licensed Copyrights will be made subject to rights, duties or obligations hereunder, Licensee shall remain primarily liable for the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer performance of all or any portion obligations of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 14, this Agreement shall be binding upon, inure to the benefit of every subcontractor and be enforceable by the parties hereto and their respective successors and permitted assignssublicensee.

Assignment and Sublicense. Neither this Agreement nor any 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 without the written consent of the other Party hereto to a Permitted Transferee for so long as such Affiliate continues to be 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 Permitted Transferee hereunder may shall relieve Licensor or Licensee of its obligations pursuant to this Agreement. (b) Commencing on the date hereof, each of Licensor and Licensee shall be assigned entitled to Transfer its rights or sublicensed (subject obligations under this Agreement without the written consent of the other Party hereto, to Section 2(b)) by a Permitted Transferee of Licensor or Licensee, as applicable; provided, however, that Licensee may, without consent, such Transfer shall be null and upon prior written notice to Licensor, void ab initio and of no further force and effect unless (ai) assign this Agreement or sublicense, solely within such Transfer was effected in accordance with the scope terms and conditions of the License, the rights granted hereunder (excluding such rights with respect to the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, (ii) in whole 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 condition precedent to such Transfer, an instrument or in partinstruments reasonably satisfactory to the other Party hereto, confirming that the 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 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 non-Affiliate purchaser Permitted Transferee hereunder shall relieve Licensor or non-Affiliate transferee 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 or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity One Time Payments (other than that of the portion of the purchased or transferred Facility * * * Payment, which payment shall only be required to be paid and received as operated a condition to Transfer if as of the date of Transfer, such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Subsidiaries of any Retained Licensed Copyrights will be made subject to 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 Third Party is, or as of the date of the proposed Transfer will be, a party to the Supply Agreement 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 Licensor may freely assign 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 whole or the event of a Volitional Change in part Control such Transfer shall be null and void ab initio and of no further force and effect, unless (A) such Transfer was effected in connection accordance with the transfer 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 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 proposed 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 any portion 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 be released and discharged of its business respective rights and obligations pursuant to which this Agreement pertains. and from 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 accordance with the terms and conditions set forth herein. (f) Subject to the preceding sentences foregoing provisions of this Section 1412.1, this Agreement shall be binding upon, upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assignsassigns of each of the Parties.

Assignment and Sublicense. Neither (a) Except as otherwise provided in this xxxxxxxxx 00, xxxx of the parties hereto shall, without prior written consent of the other parties hereto, (i) sublicense, assign or otherwise transfer its rights or obligations under this Agreement, except to an Affiliate provided that if a party assigns or otherwise 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 merger or consolidation in which Trademark Owner or Licensor is not the surviving party, provided that such purchaser of the assets or such surviving entity, as the case may be, shall assume all obligations of Trademark Owner and Licensor hereunder and shall cause any parent company to execute a guaranty, 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 terminate. This Agreement shall not prohibit Trademark Owner from selling the Licensed Marks unrelated to a 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 nor and their rights herein; it being understood, however, that this shall not be deemed to constitute a consent to an 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 regarding the design of the Retail Locations, the merchandising, marketing and operation thereof, the selection of Licensed Products for sale therein and, including, without limitation, the requirements of at least paragraph 17. No sublicensee shall have any rights 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, marketing and operation of such departments and the selection of Licensed Products for sale therein shall at all times be under the direction and control of Licensee and shall comply with all of the provisions 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 may and the payment of all amounts required to be assigned or sublicensed (subject to Section 2(b)) paid by Licensee; providedLicensee hereunder in the form attached hereto as Exhibit G, howeverPROVIDED, HOWEVER, that such guaranty shall continue until Licensee may, without consentis no longer a subsidiary company of Isetan if, and upon prior written notice only if, the successor parent company to Licensor, (a) assign this Agreement Licensee executes a similar unconditional guaranty of Licensee's performance AND such successor parent company has a credit rating equal to or sublicense, solely within the scope superior to that of Isetan. If Isetan or Licensee desires to effectuate an initial public offering of the Licensecapital stock of Licensee, the rights granted hereunder (excluding such rights with respect to parties will negotiate in good faith whether the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Subsidiaries of any Retained Licensed Copyrights Isetan guaranty will be made subject released and, if so, the mutually agreeable terms for such release; it being understood however that Trademark Owner and Licensor have no obligation to release the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 14, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assignsIsetan guaranty.

Assignment and Sublicense. Neither (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 nor agreement and will not pledge or encumber any rights 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 required to provide any assurances to the Licensee whatsoever. (b) In accordance with Sections 4 and obligations 5 above and with the prior written consent of Licensee hereunder may the Licensor which shall not be assigned or sublicensed unreasonably withheld (subject such consent shall be deemed given if Licensor fails to Section 2(bobject within five (5) days after Licensor receives written notice)) by Licensee; provided, however, that the Licensee may, assign any or all of its rights or delegate any or all of its obligations under this Agreement 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 delegates its obligations under this Agreement as permitted by this Section 11.7(b), Licensee shall automatically (and without consent, the necessity of any further action on the part of Licensor) be fully and upon unconditionally released and discharged from all of its obligations under this Agreement. (c) With Licensor's prior written notice 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 written notice), the Licensee may grant sublicenses to such persons, for such territories and on such reasonable business terms as Licensee determines to be appropriate. (d) Any attempted transfer, assignment or delegation which does not fully comply with the provisions set forth in Sections 11.7 (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder (excluding such rights with respect to the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate of Licensee or (b) assign this Agreementand (c) above, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities deemed null and void and of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Subsidiaries of any Retained Licensed Copyrights will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 14, this Agreement shall be binding upon, inure to the benefit of no force and be enforceable by the parties hereto and their respective successors and permitted assignseffect.