Common use of Avoidance of Adverse Actions by Licensee Clause in Contracts

Avoidance of Adverse Actions by Licensee. Licensee shall not: (i) take any action that would disparage or diminish the value or reputation of the Citi Marks; (ii) either directly or indirectly apply for the registration or renewal of registration of the Citi Marks or any variation thereon, or any Trademark which contains or is confusingly similar to the Citi Marks or their transliteration in any language; (iii) subject to Section 6.02(d) use the Citi Marks in any jurisdiction after such time that Licensee knows that such use in such jurisdiction infringes or is credibly alleged to infringe the Trademark rights or other proprietary rights of another Person (provided, however, that Citigroup may agree to permit Licensee to continue to use the Citi Marks in such jurisdiction if Citigroup determines that there are reasonable defenses to such claim of infringement); or (iv) without Citigroup’s prior written consent, which may in Citigroup’s sole good faith discretion be withheld (and Citigroup will provide Licensee with a written explanation for its disapproval at the time of such disapproval), combine the Citi Marks with any other Trademark, any prefix or suffix, or any other modifying word or term, other than as expressly provided in Schedule A.

Appears in 24 contracts

Samples: License Agreement (Legg Mason Partners Appreciation Fund, Inc), License Agreement (Greenwich Street Series Fund), License Agreement (Legg Mason Partners Arizona Municipals Fund, Inc)

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Avoidance of Adverse Actions by Licensee. Licensee shall not: (i) take any action that would disparage or diminish the value or reputation of the Citi Marks; (ii) either directly or indirectly apply for the registration or renewal of registration of the Citi Marks or any variation thereon, or any Trademark which contains or is confusingly similar to the Citi Marks or their transliteration in any language; (iii) subject to Section 6.02(d) use the Citi Marks in any jurisdiction after such time that Licensee knows that such use in such jurisdiction infringes or is credibly alleged to infringe the Trademark rights or other proprietary rights of another Person (provided, however, that Citigroup may agree to permit Licensee to continue to use the Citi Marks in such jurisdiction if Citigroup determines that there are reasonable defenses to such claim of infringement); or (iv) without Citigroup’s 's prior written consent, which may in Citigroup’s 's sole good faith discretion be withheld (and Citigroup will provide Licensee with a written explanation for its disapproval at the time of such disapproval), combine the Citi Marks with any other Trademark, any prefix or suffix, or any other modifying word or term, other than as expressly provided in Schedule A.

Appears in 9 contracts

Samples: License Agreement (Variable Annuity Portfolios), License Agreement (Smith Barney Trust Ii), License Agreement (Salomon Brothers Fund Inc /De/)

Avoidance of Adverse Actions by Licensee. Licensee shall not: (i) take any action that would disparage or diminish the value or reputation of the Citi Marks; (ii) either directly or indirectly apply for the registration or renewal of registration of the Citi Marks or any variation thereon, or any Trademark which contains or is confusingly similar to the Citi Marks or their transliteration in any language; (iii) subject to Section 6.02(d7.02(d) use the Citi Marks in any jurisdiction after such time that Licensee knows that such use in such jurisdiction infringes or is credibly alleged to infringe the Trademark rights or other proprietary rights of another Person (providedPROVIDED, howeverHOWEVER, that Citigroup may agree to permit Licensee to continue to use the Citi Marks in such jurisdiction if Citigroup determines that there are reasonable defenses to such claim of infringement); or (iv) without Citigroup’s 's prior written consent, which may in Citigroup’s 's sole good faith discretion be withheld (and Citigroup will provide Licensee with a written explanation for its disapproval at the time of such disapproval), combine the Citi Marks with any other Trademark, any prefix or suffix, or any other modifying word or term, other than as expressly provided in Schedule SCHEDULE A.

Appears in 4 contracts

Samples: Service Mark License Agreement (Citifunds Institutional Trust), Service Mark License Agreement (Institutional Portfolio), Service Mark License Agreement (Citifunds Trust Iii)

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Avoidance of Adverse Actions by Licensee. Licensee shall not: (i) take any action that would disparage or diminish the value or reputation of the Citi Marks; (ii) either directly or indirectly apply for the registration or renewal of registration of the Citi Marks or any variation thereon, or any Trademark which contains or is confusingly similar to the Citi Marks or their transliteration in any language; (iii) subject to Section 6.02(d) use the Citi Marks in any jurisdiction after such time that Licensee knows that such use in such jurisdiction infringes or is credibly alleged to infringe the Trademark rights or other proprietary rights of another Person (provided, however, that Citigroup may agree to permit Licensee to continue to use the Citi Marks in such jurisdiction if Citigroup determines that there are reasonable defenses to such claim of infringement); or (iv) without Citigroup’s 's prior written consent, which may in Citigroup’s 's sole good faith discretion be withheld (and Citigroup will provide Licensee L icensee with a written explanation for its disapproval at the time of such disapproval), combine the Citi Marks with any other Trademark, any prefix or suffix, or any other modifying word or term, other than as expressly provided in Schedule A.

Appears in 1 contract

Samples: License Agreement (Legg Mason Partners Oregon Municipals Fund)

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