Common use of Covenants of Licensor and Licensee Clause in Contracts

Covenants of Licensor and Licensee. 6.1. So long as this license shall remain in full force and effect, the Licensor shall not use or grant others the right to use the Trademarks on or in connection with Licensed Goods in the Territory. 6.2. Licensor agrees to obtain and maintain at its sole cost and expense the federal registration of the Trademarks in the United States in full force and effect, including the filing of any renewals, declarations or affidavits of use, or, if appropriate, to file new applications for registration. Upon written request of the Licensee, Licensor shall use its best efforts to procure the registration of the Trademarks or any other trademark (including any label or logo) relating to the Licensed Goods which incorporates or includes the Trademarks in any jurisdiction outside of the United States, but in the Territory, in which Licensee shall have given written to Licensor of its bona. fide intention to manufacture, sell and/or distribute the Licensed Goods, and shall maintain the same in full force and effect, including the filing of any renewals, declarations or affidavits of use; provided, however, that all reasonable costs and expenses associated with any such foreign registrations or other filings with respect to the Trademarks shall be advanced by the Licensee for the account of Licensor and Licensee shall recoup such costs and expenses only by offsetting or deducting the same from any royalties which may be payable by Licensee to Licensor on account of the sale of any goods bearing the Trademarks, or any related trademarks licensed by Licensor to Licensee under this and/or any other license agreement or arrangement between Licensor and Licensee, or from any other monies owing by Licensee to Licensor hereunder or under any other arrangement or agreement between the parties. Without limiting the generality of the foregoing, Licensor shall execute all documents reasonably requested by the Licensee for filing and prosecuting such applications for registration of the Trademarks in any jurisdiction throughout the world in which Licensee has a bona fide intention to manufacture, sell and/or distribute the Licensed Goods. Licensor shall also give to Licensee all assistance Licensee reasonably requires including the giving of testimony in any suit, action or proceeding in order to obtain, maintain and protect the Licensee's rights therein and thereto. If Licensor shall not so execute or deliver any such instruments after reasonable opportunity to do so, Licensee shall have the right to do so in Licensor's name, place and stead and Licensee is hereby irrevocably appointed as Licensor's attorney in fact for such purpose, which power is coupled with an interest.

Covenants of Licensor and Licensee. 6.1. So a. From and after the date hereof and for so long as this license Agreement shall remain be in full force and effecteffect and the NY Restaurant shall be open, the Licensor shall not use or grant others continue to operate the right to use the Trademarks on or in connection with Licensed Goods NY Restaurant in the Territory. 6.2. Licensor agrees to obtain same manner as heretofore operated and maintain at its sole cost and expense the federal registration of the Trademarks in the United States in full force and effect, including the filing of any renewals, declarations or affidavits of use, or, if appropriate, to file new applications for registration. Upon written request of the Licensee, Licensor shall use its best efforts to procure preserve the registration goodwill of the Trademarks business and protect and defend the Marks and Associated Rights. In furtherance thereof, Licensor, at its cost and expense, shall take all reasonable actions to renew the Registrations when required and to make such further filings and registrations to protect and defend the Registrations, Marks and Associated Rights, including bringing suit against any infringement thereof. b. Licensor shall not encumber, mortgage or grant any other trademark (including any label security interest or logo) relating to lien in the Licensed Goods which incorporates or includes Marks and/or the Trademarks in any jurisdiction Associated Rights. c. Licensor shall not open additional Xxxxx & Wollensky restaurants outside of the United StatesReserved Territory or within the Restricted Area nor shall Licensor grant any third party a license to utilize the Marks or Associated Rights outside of the Reserved Territory or within the Restricted Area. d. Licensor shall not be precluded from selling or closing the NY Restaurant and the Additional Sale Price Payments and Percentage Royalty payments required hereby shall continue notwithstanding any such sale or closure unless and until the Registrations shall be terminated or abandoned, but in provided, that the Territory, in which foregoing is not intended to permit Licensor to voluntarily abandon or terminate the Registrations or otherwise affect Licensor's obligations under paragraphs 16 and 17 below. e. Licensee shall have given written to Licensor not denigrate or cause the denigration of its bona. fide intention to manufacture, sell and/or distribute any of the Licensed GoodsMarks or Associated Rights, and shall maintain the same in full force and effectnot take, including the filing of or permit any renewals, declarations or affidavits of use; provided, however, that all reasonable costs and expenses associated with any such foreign registrations or other filings with respect to the Trademarks shall be advanced by the Licensee for the account of Licensor and Licensee shall recoup such costs and expenses only by offsetting or deducting the same from any royalties which may be payable by Licensee to Licensor on account of the sale of any goods bearing the TrademarksSublicensees to take, or any related trademarks licensed by Licensor to Licensee under this and/or any other license agreement or arrangement between Licensor and Licensee, or from any other monies owing by Licensee to Licensor hereunder or under any other arrangement or agreement between the parties. Without limiting the generality of the foregoing, Licensor shall execute all documents reasonably requested by the Licensee for filing and prosecuting such applications for registration of the Trademarks in any jurisdiction throughout the world in which Licensee has a bona fide intention to manufacture, sell and/or distribute the Licensed Goods. Licensor shall also give to Licensee all assistance Licensee reasonably requires including the giving of testimony in any suit, action or proceeding in order to obtain, maintain and protect the Licensee's rights therein and thereto. If Licensor shall not so execute or deliver any such instruments after reasonable opportunity to do so, Licensee shall have the right to do so that is in Licensor's namejudgment (which judgment shall not be unreasonably exercised) harmful (or potentially harmful) to or which disparages or demeans, place directly or indirectly, the goodwill and stead and reputation of licensor, the Marks or the Associated Rights. f. At such time as Licensee is hereby irrevocably appointed as Licensor's attorney in fact for such purposeoperating a Restaurant or marketing any merchandise which would constitute Non-Restaurant Sales, which power is coupled Licensee shall, at its sole cost and expense, procure and maintain policies of insurance with an interest.a nationally recognized insurance carrier with the following types and amount of coverage:

Covenants of Licensor and Licensee. 6.1. So a. From and after the date hereof and for so long as this license Agreement shall remain be in full force and effecteffect and the NY Restaurant shall be open, the Licensor shall not use or grant others continue to operate the right to use the Trademarks on or in connection with Licensed Goods NY Restaurant in the Territory. 6.2. Licensor agrees to obtain same manner as heretofore operated and maintain at its sole cost and expense the federal registration of the Trademarks in the United States in full force and effect, including the filing of any renewals, declarations or affidavits of use, or, if appropriate, to file new applications for registration. Upon written request of the Licensee, Licensor shall use its best efforts to procure preserve the registration goodwill of the Trademarks business and protect and defend the Marks and Associated Rights. In furtherance thereof, Licensor, at its cost and expense, shall take all reasonable actions to renew the Registrations when required and to make such further filings and registrations to protect and defend the Registrations, Marks and Associated Rights, including bringing suit against any infringement thereof. b. Licensor shall not encumber, mortgage or grant any other trademark (including any label security interest or logo) relating to lien in the Licensed Goods which incorporates or includes Marks and/or the Trademarks in any jurisdiction Associated Rights. c. Licensor shall not open additional Sxxxx & Wollensky restaurants outside of the United StatesReserved Territory or within the Restricted Area nor shall Licensor grant any third party a license to utilize the Marks or Associated Rights outside of the Reserved Territory or within the Restricted Area. Notwithstanding the foregoing provisions of said subparagraph c. and notwithstanding any other provision of this Agreement, but Licensee (i) may not open any Restaurant or, except to the extent set forth in clause (ii) of this subparagraph, any Grill within the TerritoryCity of New York or within the Restricted Area and (ii) may open only one (1) Grill (and no Restaurant) in that portion of the Reserved Territory which is not located within the City of New York. d. Licensor shall not be precluded from selling or closing the NY Restaurant and the Additional Sale Price Payments, in which Percentage Royalty, Additional Grill Sale Price Payments and Grill Percentage Royalty payments required hereby shall continue notwithstanding any such sale or closure unless and until the Registrations shall be terminated or abandoned, provided, that the foregoing is not intended to permit Licensor to voluntarily abandon or terminate the Registrations or otherwise affect Licensor’s obligations under paragraphs 16 and 17 below. e. Licensee shall have given written to Licensor not denigrate or cause the denigration of its bona. fide intention to manufacture, sell and/or distribute any of the Licensed GoodsMarks or Associated Rights, and shall maintain the same in full force and effectnot take, including the filing of or permit any renewals, declarations or affidavits of use; provided, however, that all reasonable costs and expenses associated with any such foreign registrations or other filings with respect to the Trademarks shall be advanced by the Licensee for the account of Licensor and Licensee shall recoup such costs and expenses only by offsetting or deducting the same from any royalties which may be payable by Licensee to Licensor on account of the sale of any goods bearing the TrademarksSublicensees to take, or any related trademarks licensed by Licensor to Licensee under this and/or any other license agreement or arrangement between Licensor and Licensee, or from any other monies owing by Licensee to Licensor hereunder or under any other arrangement or agreement between the parties. Without limiting the generality of the foregoing, Licensor shall execute all documents reasonably requested by the Licensee for filing and prosecuting such applications for registration of the Trademarks action that is in any jurisdiction throughout the world in Licensor’s judgment (which Licensee has a bona fide intention to manufacture, sell and/or distribute the Licensed Goods. Licensor shall also give to Licensee all assistance Licensee reasonably requires including the giving of testimony in any suit, action or proceeding in order to obtain, maintain and protect the Licensee's rights therein and thereto. If Licensor judgment shall not so execute be unreasonably exercised) harmful (or deliver potentially harmful) to or which disparages or demeans, directly or indirectly, the goodwill and reputation of Licensor, the Marks or the Associated Rights. f. At such time as Licensee is operating a Restaurant or Grill or marketing any such instruments after reasonable opportunity to do somerchandise which would constitute Non-Restaurant Sales or Non-Grill Sales, Licensee shall have shall, at its sole cost and expense, procure and maintain policies of insurance with a nationally recognized insurance carrier with the right to do so in Licensor's name, place following types and stead and Licensee is hereby irrevocably appointed as Licensor's attorney in fact for such purpose, which power is coupled with an interest.amount of coverage: