Company Trademark. The Obligors shall maintain, defend and preserve the Company Trademark and its value, usefulness, merchantability and marketability in a manner consistent with past practices, and shall not sell, assign, transfer, encumber or license the Company Trademark to any Person (other than Liens created pursuant to the Loan Documents and Liens that, if consensual, are subordinated to the Agent’s Liens pursuant to the Intercreditor Agreement or other intercreditor agreements entered into as contemplated hereunder) to the extent that doing so would cause the amount specified in clause (a) of the definition of “U.S. Trademark Formula Amount” to be less than the amount specified in clause (b) of the definition of “U.S. Trademark Formula Amount” without the prior written consent of the U.S. Required Lenders.
Company Trademark. Company hereby grants to Xxxxxxx.xxx a non- ----------------- exclusive, non-transferable (subject to Section 12.2 ("Assignment")), royalty- free, world-wide right to use or display Company's trade name and trademark ("Company Trademarks") as identified on Exhibit A ("Trademarks") in --------- Xxxxxxx.xxx's marketing materials, sales efforts and on Xxxxxxx.xxx's web site. Xxxxxxx.xxx shall comply with Company's trademark usage guidelines of which Xxxxxxx.xxx has notice in connection with all Xxxxxxx.xxx use of the Company Trademarks. All of Xxxxxxx.xxx's use of the Company Trademarks shall be subject to Company's prior approval not to be unreasonably withheld or delayed. No approval by Company shall be required for the use or display of the Company Trademarks if such use or display has been previously approved by Company. Company shall have the right to inspect Xxxxxxx.xxx's use of the Company Trademarks to determine if it complies with the trademark guidelines and is used in a manner that is consistent with quality goods and services. If Company believes that Xxxxxxx.xxx's use is inconsistent with the trademark guidelines or in connection with inferior goods or services, then Company shall notify Xxxxxxx.xxx. If Xxxxxxx.xxx does not correct the deficiency within thirty (30) days, then Xxxxxxx.xxx shall cease all use of the Company Trademarks, destroy any tangible items containing the Company Trademarks, and remove the Company Trademarks from all electronic media. Xxxxxxx.xxx acknowledges that all use of the Company Trademarks pursuant to this Agreement, including any goodwill generated thereby, shall inure to the benefit of Company and that Xxxxxxx.xxx shall not have any right, title or interest in the Company Trademarks except as expressly provided herein. Xxxxxxx.xxx shall not use any trademark, service xxxx, trade name or other designation that is confusingly similar to the Company Trademarks, nor will Xxxxxxx.xxx register or attempt to register the Company Trademarks. All rights not granted to Xxxxxxx.xxx herein are expressly reserved by Company.
Company Trademark. Agent acknowledges that Company is the proprietor of the Trademark for the use of the term "World Payment Services" and variations thereof as more fully set forth in such registration.
