Common use of Grant of Trademark License Clause in Contracts

Grant of Trademark License. 2.1 Upon the terms and conditions set forth herein, Welch's hereby grants Licensee and Licensee hereby accepts, fxx xxx Term (as hereinafter defined), the exclusive, non-transferable, non-assignable right to use and to sublicense Eskimo and other Persons, through Sublicenses between Licensee or Eskimo and such other Persons, to use the Trademarks in the Territory only on and in connection with the manufacture, distribution, promotion and sale of the Licensed Products, and only so long as the Licensed Products sold by Eskimo, Licensee or Sublicensees are in strict compliance with the Welch's Standards. Licensee hereby undertakes that all Licensex Xxxxucts sold by it or any Sublicensee under the Trademarks will be in strict compliance with the Welch's Standards and that any Licensed Products, the quality ox xxxxx Welch's has disapproved shall not be sold, offered for sale, advexxxxxx or promoted under any of the Trademarks. (a) Nothing in this Agreement shall be construed to prevent Welch's from granting any other licenses for the use of the Trademarxx xx xrom using the Trademarks in any manner whatsoever, whether inside or outside the Territory, Welch's having retained and reserved all other rights not expressxx xxxvided herein to Licensee or Eskimo. Welch's agrees that, except as provided for in Section 15.2, it wxxx xxxnt no other licenses for the Territory effective during the Term for the use of the Trademarks, nor will it exploit the Trademarks for its own account, in connection with the Licensed Products or any other Frozen Novelty or Soft-serve Products (the "Comparable Products"); provided however, that this provision shall not operate to prevent Welch's from exploiting the Trademarks for its own account (direxxxx xr with a third party other than by licensing a third party) in connection with a "Rejected New Product" (as hereinafter defined).

Grant of Trademark License. 2.1 Upon Subject to the terms conditions and conditions set forth restrictions hereinafter contained and in consideration of Licensee's covenants herein, Welch's Licensor hereby grants Licensee and Licensee hereby acceptsto Licensee: 1. a fully paid, fxx xxx Term (as hereinafter defined), the exclusiveworldwide, non-transferable, non-assignable right to use and to sublicense Eskimo and other Persons, through Sublicenses between Licensee or Eskimo and such other Persons, exclusive license to use the Trademarks Block Logo as set forth in Schedule E for Licensed Goods and Licensed Services; and 2. a fully paid, worldwide, exclusive license to use the Territory only on and in connection with the manufacture, distribution, promotion and sale term "DANFOSS" as a part of the Xxxxx-Danfoss Logo for Licensed ProductsGoods and Licensed Services as set forth in Schedule G, and only so long as provided that Licensee shall request written approval from Licensor to use the Licensed Products sold by EskimoXxxxx-Danfoss Logo in a different style than that set forth in Schedule G, Licensee or Sublicensees are in strict compliance with the Welch's Standards. Licensee hereby undertakes that all Licensex Xxxxucts sold by it or any Sublicensee under the Trademarks will be in strict compliance with the Welch's Standards and that any Licensed Products, the quality ox xxxxx Welch's has disapproved which approval shall not be sold, offered for sale, advexxxxxx unreasonably withheld or promoted under any delayed. Licensee shall have the benefit of the Trademarks. (a) Nothing in said licenses during the unexpired residues of the respective terms of the registrations of the Danfoss Trademark and during all extensions and renewals thereof subject nevertheless to the termination of this Agreement shall be construed as hereinafter provided. Licensor covenants and agrees to prevent Welch's from granting any other licenses for maintain in full force and effect during the use term of this Agreement such registrations of the Trademarxx xx xrom using Danfoss Trademark for Licensed Goods and Licensed Services as are in existence on the Trademarks Effective Date, by filing for and obtaining renewals of such registrations at Licensor's sole expense. At Licensor's option and in any manner whatsoeverits sole discretion, whether inside or outside Licensor may obtain substitute registrations in lieu of the Territory, Welch's having retained and reserved all other rights not expressxx xxxvided herein to Licensee or Eskimo. Welch's agrees that, except renewals as provided for in Section 15.2the preceding sentence. In the event Licensor does not intend to renew or obtain a substitute registration for any of the said registrations, it wxxx xxxnt no other licenses shall provide notice thereof to Licensee, and Licensee shall have sixty days from such notice to agree to pay the cost of such renewal, upon which Licensor shall renew the registration and invoice the cost of such renewal to Licensee for the Territory effective during the Term for the use of the Trademarks, nor will it exploit the Trademarks for its own account, in connection with the Licensed Products or any other Frozen Novelty or Soft-serve Products (the "Comparable Products"); provided however, that this provision shall not operate reimbursement to prevent Welch's from exploiting the Trademarks for its own account (direxxxx xr with a third party other than by licensing a third party) in connection with a "Rejected New Product" (as hereinafter defined)Licensor.

Grant of Trademark License. 2.1 Upon A. AT&T hereby grants to LICENSEE, subject to the timely payment of applicable fees listed in Appendix B hereto and compliance with all other terms and conditions of this Agreement, a nonexclusive, non-transferable license and right to use the LICENSED TRADEMARK (a) solely in the TERRITORY; and (b) solely on QUALIFYING ELIGIBLE MODULES which are (i) manufactured by or for LICENSEE; (ii) certified by LICENSEE in the form given in Appendix C hereto; and (iii) distributed under LICENSEE's name. LICENSEE may request permission from AT&T to distribute QUALIFYING ELIGIBLE MODULES in a country not within the TERRITORY. Permission, if granted, to distribute outside the TERRITORY shall be in writing and shall be subject to the terms and conditions set forth hereinof this Agreement and such other terms and conditions which AT&T may specify. B. LICENSEE shall not use the LICENSED TRADEMARK in any country of the TERRITORY outside the United States unless and until LICENSEE has given at least ninety (90) days prior written notice to AT&T. During such ninety (90) day period AT&T may, Welchwhere it deems appropriate in its sole discretion, effect recordation of LICENSEE as a registered user of such xxxx in such country and/or recordation of the Agreement or other license agreements which meet appropriate local standards with appropriate authorities. LICENSEE shall assist AT&T as appropriate in carrying out such recording process. C. To defray AT&T's hereby grants Licensee expenses for charges imposed on AT&T by such country and Licensee hereby acceptsby local associates for the recording activities contemplated in paragraph B of this Section, fxx xxx Term AT&T shall invoice LICENSEE a recordal fee, specified in Appendix B hereto, per country in which recordal is effected. Such invoice shall be payable to AT&T within thirty (as hereinafter defined), 30) days after receipt of the exclusive, non-transferable, non-assignable applicable invoice. Upon the termination or expiration of this Agreement or LICENSEE's right to use the LICENSED TRADEMARK in any country to which this paragraph applies, AT&T and LICENSEE shall cancel the registered user registration or licensed recordal in such country, and to sublicense Eskimo and other Persons, through Sublicenses between Licensee or Eskimo and such other Persons, this end LICENSEE agrees to use the Trademarks execute any documents that may be necessary to restore AT&T to its former position in the Territory only on and in connection with the manufacture, distribution, promotion and sale of the Licensed Products, and only so long as the Licensed Products sold by Eskimo, Licensee or Sublicensees are in strict compliance with the Welch's Standards. Licensee hereby undertakes that all Licensex Xxxxucts sold by it or any Sublicensee under the Trademarks will be in strict compliance with the Welch's Standards and that any Licensed Products, the quality ox xxxxx Welch's has disapproved shall not be sold, offered for sale, advexxxxxx or promoted under any of the Trademarksrespects. (a) Nothing in this Agreement shall be construed to prevent Welch's from granting any other licenses for the use of the Trademarxx xx xrom using the Trademarks in any manner whatsoever, whether inside or outside the Territory, Welch's having retained and reserved all other rights not expressxx xxxvided herein to Licensee or Eskimo. Welch's agrees that, except as provided for in Section 15.2, it wxxx xxxnt no other licenses for the Territory effective during the Term for the use of the Trademarks, nor will it exploit the Trademarks for its own account, in connection with the Licensed Products or any other Frozen Novelty or Soft-serve Products (the "Comparable Products"); provided however, that this provision shall not operate to prevent Welch's from exploiting the Trademarks for its own account (direxxxx xr with a third party other than by licensing a third party) in connection with a "Rejected New Product" (as hereinafter defined).

Grant of Trademark License. 2.1 Upon (a) Subject to the terms and conditions of this Agreement, Cendant hereby grants, to Newco, effective as of the Closing, and Newco hereby accepts from Cendant, effective as of the Closing, an exclusive (even as against Cendant but subject to Section 6.3) license, with the right to sublicense as set forth hereinin Section 6.4, Welch's hereby grants Licensee and Licensee hereby accepts, fxx xxx during the Term (as hereinafter defined), the exclusive, non-transferable, non-assignable right to use and to sublicense Eskimo and other Persons, through Sublicenses between Licensee or Eskimo and such other Persons, to use the Trademarks Licensed Marks in the Territory only on and in connection with the manufactureoperation of the Applicable Membership Clubs in the Territory, distributionincluding the sale to members of discounted products and services by and through the Applicable Membership Clubs, promotion and in the advertising, offering, marketing and sale of memberships in the Applicable Membership Clubs through any media now known or hereafter developed in the Territory. The license granted hereunder includes the right to use any Licensed ProductsXxxx as all or part of a corporate name, and only so long as the Licensed Products sold by Eskimotrade name, Licensee Internet domain name or Sublicensees are in strict compliance with the Welch's Standards. Licensee hereby undertakes that all Licensex Xxxxucts sold by it or any Sublicensee under the Trademarks will be in strict compliance with the Welch's Standards and other fictitious business name; PROVIDED, HOWEVER, that any such corporate name, trade name, Internet domain name, or other fictitious business name shall only be used in the Territory for a business devoted solely to the particular Applicable Membership Club to which such Licensed ProductsXxxx pertains. Notwithstanding the foregoing, the quality ox xxxxx Welch's has disapproved shall not be soldNewco acknowledges that (i) Cendant and/or third parties may use marks, offered for saledomain names, advexxxxxx corporate names and/or trade names that are identical, similar to, or promoted under any of the Trademarks. (a) Nothing in this Agreement shall be construed to prevent Welch's from granting any other licenses for the use of the Trademarxx xx xrom using the Trademarks in any manner whatsoever, whether inside incorporating Licensed Marks or variations thereof outside the Territory, Welch's having retained including on the Internet and reserved all in or through other rights not expressxx xxxvided herein to Licensee or Eskimo. Welch's agrees thatmedia such as magazines, except as provided newspapers, radio broadcasts, and satellite and cable television that are each directed for audiences outside of the Territory, (ii) such uses may physically appear in Section 15.2, it wxxx xxxnt no other licenses for the Territory effective during or be accessible by people within the Term Territory, provided that such uses are intended to be directed for the use audiences outside of the TrademarksTerritory, nor will it exploit and (iii) such uses do not breach or otherwise violate the Trademarks grant of exclusivity herein. (1) Subject to the terms of this Agreement, Cendant hereby grants to Newco, and Newco hereby accepts from Cendant, effective as of the Closing, a limited, non-exclusive license to use the names and marks "CENDANT MEMBERSHIP SERVICES," "CENDANT INCENTIVES," "CMS" and the stylized "C" logo (collectively, the "Transition Marks") for its own account, use in connection with the operation of the Licensed Products Business in the Territory, including as all or part of a trademark, service xxxx, Internet domain name, corporate name, trade name, or other fictitious business name, in a manner and extent consistent with Cendant's current use, while Newco transitions to new names and marks that do not consist of, or include any, Transition Marks or any other Frozen Novelty or Soft-serve Products designation confusingly similar thereto (the "Comparable ProductsTransitional Trademark License"); provided however. Newco shall phase out its use of the Transition Marks as soon as reasonably practicable, that this provision but in any event the Transitional Trademark License shall not operate to prevent Welch's expire one year from exploiting the Trademarks for its own account (direxxxx xr with a third party other than by licensing a third party) in connection with a "Rejected New Product" (as hereinafter defined)Closing Date.