Common use of GOODWILL AND PROMOTIONAL VALUE Clause in Contracts

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes the value of the goodwill associated with the Rights and/or the Trademarks and acknowledges that the Rights and/or the Trademarks, and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPA. Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have acquired secondary meaning in the mind of the public. Licensee agrees that during the term of this Agreement, or thereafter, it will not attack the title or any rights of MLBPA in and to the Rights and/or the Trademarks or the validity of the license granted herein. (b) Licensee agrees that its use of the Rights and/or the Trademarks shall inure to the benefit of MLBPA and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA is entering into this Agreement not only in consideration of the sums to be paid here under but also in recognition of the intrinsic benefit to proper maintenance of the image and reputation of MLBPA and the places as a result of the conduct of the Promotion in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure to conduct the Promotion in accordance with the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights and Trademarks, will result in immediate and irreparable damage to MLBPA in connection with promotion of the Rights and/or the Trademarks and/or to its members and that there will be no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreement. Accordingly, Licensee agrees that in the event of any breach by Licensee, in addition to all other remedies available to it hereunder, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such other relief as any arbitrators) or court with jurisdiction may deem just and proper.

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes recognized the value of the goodwill associated with the Rights and/or the Trademarks and acknowledges that the Rights and/or the Trademarks, and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPA. Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have acquired secondary meaning in the mind of the public. Licensee agrees that during the term any License Period of this Agreement, or thereafter, it will not dispute or attack the title or any rights of MLBPA in and to the Rights and/or the Trademarks or the validity of the license granted herein. (b) Licensee agrees that its use of the Rights and/or the Trademarks shall inure to the benefit of MLBPA and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or and /or Rights created by such use, together with the good will goodwill of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA is entering into this Agreement not only in consideration of the sums to be royalties paid here under hereunder but also in recognition of the intrinsic benefit to proper maintenance of the image and reputation of MLBPA and the places players as a result of the conduct manufacture, offering for sale, sale, advertising, promotion, shipment and distribution of the Promotion Licensed Products by Licensee in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure to conduct manufacture, offer for sale, sell, advertise, promote, ship and distribute the Promotion Licensed Products in accordance with the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights the Trademarks and Trademarksthe Rights, will result in immediate and irreparable damage to MLBPA in connection with promotion of the Rights and/or the Trademarks and/or to its members members, and that there will be no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreement. Accordingly, Licensee agrees that in the event of any breach by Licensee, in addition to all other remedies available to it hereunder, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such other relief as any arbitratorsarbitrator(s) or court with jurisdiction may deem just and proper.

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes the value of the goodwill associated with the Rights and/or the Trademarks and acknowledges that the Rights and/or the Trademarks, and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPA. Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have acquired secondary meaning in the mind of the public. Licensee agrees that during the term any License Period of this Agreement, or thereafter, it will not dispute or attack the title or any rights of MLBPA in and to the Rights and/or the Trademarks or the validity of the license granted herein. (b) Licensee agrees that its use of the Rights and/or the Trademarks shall inure to the benefit of MLBPA and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will goodwill of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA is entering into this Agreement not only in consideration of the sums to be royalties paid here under hereunder but also in recognition of the intrinsic benefit to proper maintenance of the image and reputation of MLBPA and the places players as a result of the conduct manufacture, offering for sale, sale, advertising, promotion, shipment and distribution of the Promotion Licensed Products by Licensee in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure to conduct manufacture, offer for sale, sell, advertise, promote, ship and distribute the Promotion Licensed Products in accordance with the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights the Trademarks and Trademarksthe Rights, will result in immediate and irreparable damage to MLBPA in connection with promotion of the Rights and/or the Trademarks and/or to its members members, and that there will be no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreement. Accordingly, Licensee agrees that in the event of any breach by Licensee, in addition to all other remedies available to it hereunder, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such other relief as any arbitratorsarbitrator(s) or court with jurisdiction may deem just and proper.

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes the value of the goodwill associated with the Rights and/or the Trademarks and acknowledges that the Rights and/or the Trademarks, and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPALicensor. Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have acquired secondary meaning in the mind of the public. Licensee agrees that during the term any License Period of this Agreement, or thereafter, it will not dispute or attack the title or any rights of MLBPA Licensor in and to the Rights and/or the Trademarks or the validity of the license granted herein. (b) Licensee agrees that its use of the Rights and/or the Trademarks shall inure to the benefit of MLBPA Licensor and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA Licensor any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will goodwill of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA Licensor is entering into this Agreement not only in consideration of the sums to be royalties paid here under hereunder but also in recognition of the intrinsic benefit to proper maintenance of the image and reputation of MLBPA and the places Licensor as a result of the conduct manufacture, offering for sale, sale, advertising, promotion, shipment and distribution of the Promotion Licensed Products by Licensee in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure to conduct manufacture, offer for sale, sell, advertise, promote, ship and distribute the Promotion Licensed Products in accordance with the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights the Trademarks and Trademarksthe Rights, will result in immediate and irreparable damage to MLBPA Licensor in connection with promotion of the Rights and/or the Trademarks and/or to its members Trademarks, and that there will be no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreement. Accordingly, Licensee agrees that in the event of any breach by Licensee, in addition to all other remedies available to it hereunder, MLBPA Licensor may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such other relief as any arbitratorsarbitrator(s) or court with jurisdiction may deem just and proper. Licensee waives all requirements of a bond in connection therewith.

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes the value of the goodwill associated with the Rights and/or the Trademarks and acknowledges that the Rights and/or the Trademarks, and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPA. Licensee MLBPA.Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have acquired secondary meaning in the mind of the public. .Licensee agrees that during the term of this Agreement, or thereafter, it will not attack the title or any rights of MLBPA in and to the Rights and/or the Trademarks or the validity of the license granted herein. (b) Licensee agrees that its use of the Rights and/or the Trademarks shall inure to the benefit of MLBPA and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks by virtue of any use it may make of the Rights and/or of the Trademarks. .Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA is entering into this Agreement not only in consideration of the sums to be paid here under but also in recognition of the intrinsic benefit to proper maintenance of the image and reputation of MLBPA and the places as a result of the conduct of the Promotion in accordance with the provisions of this Agreement. .Licensee therefore acknowledges that its failure to conduct the Promotion in accordance with the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights and Trademarks, will result in immediate and irreparable damage to MLBPA in connection with promotion of the Rights and/or the Trademarks and/or to its members and that there will be no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreement. .Accordingly, Licensee Xxxxxxxx agrees that in the event of any breach by Licensee, in addition to all other remedies available to it hereunder, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such other relief as any arbitrators) or court with jurisdiction may deem just and proper.

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes the value acknowledges Licensor's ownership of the goodwill associated with the Rights and/or the Trademarks Licensed Property and acknowledges that the Rights and/or the Trademarks, and all rights therein and accruing from its use of the goodwill pertaining theretoLicensed Property shall inure to the benefit of Licensor. All rights in the Licensed Property, belong exclusively other than those specifically granted to MLBPALicensee herein, are reserved to Licensor, Licensee shall not use the Licensed Property except in the manner authorized by this Agreement. Licensee further recognizes and acknowledges that shall not contest Licensor's title to, or the Rights and/or the Trademarks have acquired secondary meaning in the mind validity of the public. Licensee agrees that during the term of this AgreementLicensed Property, or thereafter, it will not attack the title or any rights of MLBPA in and to the Rights and/or the Trademarks or the validity of the license granted herein, during the Term of this Agreement or thereafter. Licensee shall execute any documents necessary to acknowledge such rights in Licensor. (b) Licensee agrees that its Licensee's use of the Rights and/or the Trademarks Licensed Property shall inure to the benefit of MLBPA Licensor and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks Licensed Property by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA that: (i) Licensor is entering into this Agreement not only in consideration of the sums Royalties to be paid here under hereunder but also in recognition of for the intrinsic benefit promotional value to proper maintenance of be secured by Licensor for the image and reputation of MLBPA and the places Licensed Property as a result of the conduct Sale of the Promotion Products by Licensee; and (ii) its failure to manufacture, sell, advertise or promote the Products in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure Agreement or to conduct the Promotion in accordance with the provisions fulfill any of this Agreement, including without limitation its Licensee's other obligations to protect and enhance the value of Rights and Trademarks, hereunder will result in immediate and irreparable damage injury to MLBPA in connection with promotion of the Rights and/or the Trademarks and/or to its members Licensor, and that there Licensor will be have no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreementlaw. AccordinglyTherefore, Licensee agrees that in the event of any breach by LicenseeLicensor, in addition to all other remedies available to it hereundermay have, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such breach. (d) Licensee shall not at any time apply for copyright, trademark or patent protection nor file any document with any governmental authority nor take any other relief as any arbitrators) or court with jurisdiction may deem just and properaction which could affect Licensor's rights in the Licensed Property.

GOODWILL AND PROMOTIONAL VALUE. (a) Licensee recognizes the value of the goodwill associated with the Rights and/or the Trademarks and acknowledges that the Rights and/or the Trademarks, and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPA. Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have acquired secondary meaning in the mind of the public. Licensee agrees that during the term any License Period of this Agreement, or thereafter, it will not dispute or attack the title or any rights of MLBPA in and to the Rights and/or the Trademarks or the validity of the license granted herein. (b) Licensee agrees that its use of the Rights and/or the Trademarks shall inure to the benefit of MLBPA and that Licensee shall not, at any time, acquire any rights in the Rights and/or the Trademarks by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will goodwill of the business in connection with which such Trademarks are used. (c) Licensee acknowledges that MLBPA is entering into this Agreement not only in consideration of the sums to be royalties paid here under hereunder but also in recognition of the intrinsic benefit to proper maintenance of the image and reputation of MLBPA and the places players as a result of the conduct manufacture, offering for sale, sale, advertising, promotion, shipment and distribution of the Promotion Licensed Products by Licensee in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure to conduct manufacture, offer for sale, sell, advertise, promote, ship and distribute the Promotion Licensed Products in accordance with the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights the Trademarks and Trademarksthe Rights, will result in immediate and irreparable damage to MLBPA in connection with promotion of the Rights and/or the Trademarks and/or to its members members, and that there will be no adequate remedy at law for the failure by Licensee to abide by such provisions of this Agreement. Accordingly, Licensee agrees that in the event of any breach by Licensee, in addition to all other remedies available to it hereunder, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to seek injunctive relief against any such breach as well as such other relief as any arbitratorsarbitrator(s) or court with jurisdiction may deem just and proper. (d) MLBPA recognizes and acknowledges that Licensee has its' own good will as well as its' own trademarks, which are similarly reserved.

GOODWILL AND PROMOTIONAL VALUE. (a) The Licensee recognizes the value of the goodwill associated with the Rights and/or the Trademarks Property and acknowledges that the Rights and/or the Trademarks, Property and all rights therein and the goodwill pertaining thereto, belong exclusively to MLBPAthe Licensor. The Licensee further recognizes and acknowledges that the Rights and/or the Trademarks have Property has acquired secondary meaning in the mind of the public. The Licensee agrees that during the term Term of this Agreement, or Agreement and thereafter, it will not attack the title or of any rights of MLBPA the Licensor in and to the Rights and/or the Trademarks Property or the validity of the license being granted hereinherein nor will it express publicly any views, opinions or statements with respect to the Property or the Licensor that would run contrary to the preservation of such goodwill and promotional value. (b) The Licensee agrees that its use of the Rights and/or the Trademarks Property shall inure enure to the benefit of MLBPA the Licensor and that the Licensee shall not, at any time, acquire any rights in or to the Rights and/or the Trademarks Property by virtue of any use it may make of the Rights and/or of the Trademarks. Licensee hereby assigns to MLBPA any and all trademarks and trademark rights in the Trademarks and/or Rights created by such use, together with the good will of the business in connection with which such Trademarks are usedProperty. (c) The Licensee acknowledges that MLBPA the Licensor is entering into this Agreement not only in consideration of the sums Royalties to be paid here under hereunder but also in recognition of for the intrinsic benefit promotional value to proper maintenance of be secured by the image and reputation of MLBPA and the places Licensor as a result of the conduct use of the Promotion Property and the Exploitation of the Licensed Products by the Licensee. Accordingly, the Licensee acknowledges that its failure to use the Property or to Exploit the Licensed Products in accordance with the provisions of this Agreement. Licensee therefore acknowledges that its failure Agreement or to conduct fulfill the Promotion in accordance with Licensee's obligations under the provisions of this Agreement, including without limitation its obligations to protect and enhance the value of Rights and Trademarks, hereof will result in immediate and irreparable damage to MLBPA the Licensor in connection with the promotion of the Rights and/or the Trademarks and/or to its members Property and that there the Licensor will be have no adequate remedy at law for the failure by the Licensee to abide by such provisions of this Agreement. Accordingly, the Licensee agrees that in the event of any such breach by the Licensee, the Licensor, in addition to all other remedies available to it hereunder, MLBPA may at its sole option commence an action in any court having jurisdiction or an arbitration proceeding, and shall be entitled to injunctive relief against any such breach as well as such other relief as any arbitrators) or court with jurisdiction may deem just and proper.