Common use of License of the LLC Marks Clause in Contracts

License of the LLC Marks. (a) Subject to the terms and conditions of this Agreement and any guidelines or requirements provided in writing from time-to-time by LLC to Regal, LLC hereby grants at no additional cost to Regal, and Regal hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 15.08 hereof), nonsublicenseable, limited license (i) to use the LLC Marks solely in connection with its participation in the Service, as approved by LLC in writing in advance (which shall not be unreasonably or untimely withheld), and (ii) to use the LLC Marks in marketing or advertising materials (“Marketing Materials”) that have been approved (which shall not be unreasonably or untimely withheld) by LLC pursuant to the terms hereof, provided and to the extent LLC shall have authorized Regal to promote the Service. Regal acknowledges that LLC is and shall remain the sole owner of the LLC Marks, including the goodwill of the business symbolized thereby. Regal recognizes the value of the goodwill associated with the LLC Marks and acknowledges and agrees that any goodwill arising out of the use of the LLC Marks or any of them by Regal shall inure to the sole benefit of LLC for all purposes hereof. (b) Prior to using any Marketing Material or depicting or presenting any LLC Xxxx in or on any marketing or advertising material or otherwise, Regal shall submit a sample of such Marketing Material or other material to LLC for approval. LLC shall exercise commercially reasonable efforts to approve (which shall not be unreasonably withheld) or reject any such Marketing Material or other material submitted to it for review within five (5) business days from the date of receipt by LLC. Regal shall not use, publish, or distribute any Marketing Material or other material unless and until LLC has so approved it in writing. Upon receipt of such approval from LLC for a particular Marketing Material or other material, Regal shall not be obligated to submit to LLC substantially similar material for approval; provided, however, Regal shall timely furnish samples of all such material to LLC. (c) Any and all use or exercise of rights by Regal with respect to the LLC Marks or any other trademark, tradename, service xxxx or service name provided by LLC to Regal for use in connection with the Services shall be in accordance with standards of quality and specifications prescribed by LLC from time to time (the “LLC Quality Standards”) and which have been delivered to Regal. LLC shall have the right to change the LLC Quality Standards from time to time upon written notice to Regal, provided such modified LLC Quality Standards are equally and timely applied to any and all other exhibitors of the Service. (d) Regal shall cause the appropriate designation “(TM)” or “(SM)” or the registration symbol “(R)” to be placed adjacent to the LLC Marks in connection with the use thereof and to indicate such additional or alternative information as LLC shall specify from time to time concerning the use by Regal of the LLC Marks as such is, equally and timely communicated and applied to any and all other exhibitors of the Service. (e) Regal shall not use any LLC Xxxx in any manner that may reflect adversely on the image or quality symbolized by the LLC Xxxx, or that may be detrimental to the image or reputation of LLC. Notwithstanding anything herein to the contrary, LLC shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it determines that Regal’s use of the LLC Marks or any of them is in violation of its trademark usage guidelines or is otherwise disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of LLC within ten (10) days of receipt of written notice thereof. (f) Regal agrees not to use (i) any trademark or service xxxx which is confusingly similar to, or a colorable imitation of, any LLC Xxxx or any part thereof, (ii) any trademark or service xxxx in combination with any LLC Xxxx, except in the case of the Brand as created by LLC under the terms of Section 4.05(b) or (iii) any LLC Xxxx in connection with or for the benefit of any product or service of any other Person or entity, except in the case of the Brand as created by LLC under the terms of Section 4.05(b). Regal shall not engage in any conduct which may place LLC or any LLC Xxxx in a negative light or context, and shall not represent that it owns or has any interest in any LLC Xxxx other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of LLC (or any other owner) in and to any LLC Xxxx. (g) With respect to all of LLC’s approvals, rights and otherwise under this Section 7.02, LLC shall treat Regal at least as favorably with respect to each instance as it has for any other exhibitor of the Service.

License of the LLC Marks. (a) Subject to the terms and conditions of this Agreement and any guidelines or requirements provided in writing from time-to-time by LLC to Regal[Circuit A], LLC hereby grants at no additional cost to Regal[Circuit A], and Regal [Circuit A] hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 15.08 hereof), nonsublicenseable, limited license (i) to use the LLC Marks solely in connection with its participation in the Service, as approved by LLC in writing in advance (which shall not be unreasonably or untimely withheld), and (ii) to use the LLC Marks in marketing or advertising materials (“Marketing Materials”) that have been approved (which shall not be unreasonably or untimely withheld) by LLC pursuant to the terms hereof, provided and to the extent LLC shall have authorized Regal [Circuit A] to promote the Service. Regal [Circuit A] acknowledges that LLC is and shall remain the sole owner of the LLC Marks, including the goodwill of the business symbolized thereby. Regal [Circuit A] recognizes the value of the goodwill associated with the LLC Marks and acknowledges and agrees that any goodwill arising out of the use of the LLC Marks or any of them by Regal [Circuit A] shall inure to the sole benefit of LLC for all purposes hereof. (b) Prior to using any Marketing Material or depicting or presenting any LLC Xxxx in or on any marketing or advertising material or otherwise, Regal [Circuit A] shall submit a sample of such Marketing Material or other material to LLC for approval. LLC shall exercise commercially reasonable efforts to approve (which shall not be unreasonably withheld) or reject any such Marketing Material or other material submitted to it for review within five (5) business days from the date of receipt by LLC. Regal [Circuit A] shall not use, publish, or distribute any Marketing Material or other material unless and until LLC has so approved it in writing. Upon receipt of such approval from LLC for a particular Marketing Material or other material, Regal [Circuit A] shall not be obligated to submit to LLC substantially similar material for approval; provided, however, Regal [Circuit A] shall timely furnish samples of all such material to LLC. (c) Any and all use or exercise of rights by Regal [Circuit A] with respect to the LLC Marks or any other trademark, tradename, service xxxx or service name provided by LLC to Regal [Circuit A] for use in connection with the Services shall be in accordance with standards of quality and specifications prescribed by LLC from time to time (the “LLC Quality Standards”) and which have been delivered to Regal[Circuit A]. LLC shall have the right to change the LLC Quality Standards from time to time upon written notice to Regal[Circuit A], provided such modified LLC Quality Standards are equally and timely applied to any and all other exhibitors of the Service. (d) Regal [Circuit A] shall cause the appropriate designation “(TM)” or “(SM)” or the registration symbol “(R)” to be placed adjacent to the LLC Marks in connection with the use thereof and to indicate such additional or alternative information as LLC shall specify from time to time concerning the use by Regal [Circuit A] of the LLC Marks as such is, equally and timely communicated and applied to any and all other exhibitors of the Service. (e) Regal [Circuit A] shall not use any LLC Xxxx in any manner that may reflect adversely on the image or quality symbolized by the LLC Xxxx, or that may be detrimental to the image or reputation of LLC. Notwithstanding anything herein to the contrary, LLC shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it determines that Regal[Circuit A]’s use of the LLC Marks or any of them is in violation of its trademark usage guidelines or is otherwise disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of LLC within ten (10) days of receipt of written notice thereof. (f) Regal [Circuit A] agrees not to use (i) any trademark or service xxxx which is confusingly similar to, or a colorable imitation of, any LLC Xxxx or any part thereof, (ii) any trademark or service xxxx in combination with any LLC Xxxx, except in the case of the Brand as created by LLC under the terms of Section 4.05(b) or (iii) any LLC Xxxx in connection with or for the benefit of any product or service of any other Person or entity, except in the case of the Brand as created by LLC under the terms of Section 4.05(b). Regal [Circuit A] shall not engage in any conduct which may place LLC or any LLC Xxxx in a negative light or context, and shall not represent that it owns or has any interest in any LLC Xxxx other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of LLC (or any other owner) in and to any LLC Xxxx. (g) With respect to all of LLC’s approvals, rights and otherwise under this Section 7.02, LLC shall treat Regal [Circuit A] at least as favorably with respect to each instance as it has for any other exhibitor of the Service.

License of the LLC Marks. (a) Subject to the terms and conditions of this Agreement and any guidelines or requirements provided in writing from time-to-time by LLC to RegalAMC, LLC hereby grants at no additional cost to RegalAMC, and Regal AMC hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 15.08 hereof), nonsublicenseable, limited license (i) to use the LLC Marks solely in connection with its participation in the Service, as approved by LLC in writing in advance (which shall not be unreasonably or untimely withheld), and (ii) to use the LLC Marks in marketing or advertising materials (“Marketing Materials”) that have been approved (which shall not be unreasonably or untimely withheld) by LLC pursuant to the terms hereof, provided and to the extent LLC shall have authorized Regal AMC to promote the Service. Regal AMC acknowledges that LLC is and shall remain the sole owner of the LLC Marks, including the goodwill of the business symbolized thereby. Regal AMC recognizes the value of the goodwill associated with the LLC Marks and acknowledges and agrees that any goodwill arising out of the use of the LLC Marks or any of them by Regal AMC shall inure to the sole benefit of LLC for all purposes hereof. (b) Prior to using any Marketing Material or depicting or presenting any LLC Xxxx in or on any marketing or advertising material or otherwise, Regal AMC shall submit a sample of such Marketing Material or other material to LLC for approval. LLC shall exercise commercially reasonable efforts to approve (which shall not be unreasonably withheld) or reject any such Marketing Material or other material submitted to it for review within five (5) business days from the date of receipt by LLC. Regal AMC shall not use, publish, or distribute any Marketing Material or other material unless and until LLC has so approved it in writing. Upon receipt of such approval from LLC for a particular Marketing Material or other material, Regal AMC shall not be obligated to submit to LLC substantially similar material for approval; provided, however, Regal AMC shall timely furnish samples of all such material to LLC. (c) Any and all use or exercise of rights by Regal AMC with respect to the LLC Marks or any other trademark, tradename, service xxxx or service name provided by LLC to Regal AMC for use in connection with the Services shall be in accordance with standards of quality and specifications prescribed by LLC from time to time (the “LLC Quality Standards”) and which have been delivered to RegalAMC. LLC shall have the right to change the LLC Quality Standards from time to time upon written notice to RegalAMC, provided such modified LLC Quality Standards are equally and timely applied to any and all other exhibitors of the Service. (d) Regal AMC shall cause the appropriate designation “(TM)” or “(SM)” or the registration symbol “(R)” to be placed adjacent to the LLC Marks in connection with the use thereof and to indicate such additional or alternative information as LLC shall specify from time to time concerning the use by Regal AMC of the LLC Marks as such is, equally and timely communicated and applied to any and all other exhibitors of the Service. (e) Regal AMC shall not use any LLC Xxxx in any manner that may reflect adversely on the image or quality symbolized by the LLC Xxxx, or that may be detrimental to the image or reputation of LLC. Notwithstanding anything herein to the contrary, LLC shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it determines that RegalAMC’s use of the LLC Marks or any of them is in violation of its trademark usage guidelines or is otherwise disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of LLC within ten (10) days of receipt of written notice thereof. (f) Regal AMC agrees not to use (i) any trademark or service xxxx which is confusingly similar to, or a colorable imitation of, any LLC Xxxx or any part thereof, (ii) any trademark or service xxxx in combination with any LLC Xxxx, except in the case of the Brand as created by LLC under the terms of Section 4.05(b) or (iii) any LLC Xxxx in connection with or for the benefit of any product or service of any other Person or entity, except in the case of the Brand as created by LLC under the terms of Section 4.05(b). Regal AMC shall not engage in any conduct which may place LLC or any LLC Xxxx in a negative light or context, and shall not represent that it owns or has any interest in any LLC Xxxx other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of LLC (or any other owner) in and to any LLC Xxxx. (g) With respect to all of LLC’s approvals, rights and otherwise under this Section 7.02, LLC shall treat Regal AMC at least as favorably with respect to each instance as it has for any other exhibitor of the Service.

License of the LLC Marks. (a) Subject to the terms and conditions of this Agreement and any guidelines or requirements provided in writing from time-to-time by LLC to RegalCinemark, LLC hereby grants at no additional cost to RegalCinemark, and Regal Cinemark hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 15.08 hereof), nonsublicenseable, limited license (i) to use the LLC Marks solely in connection with its participation in the Service, as approved by LLC in writing in advance (which shall not be unreasonably or untimely withheld), and (ii) to use the LLC Marks in marketing or advertising materials (“Marketing Materials”) that have been approved (which shall not be unreasonably or untimely withheld) by LLC pursuant to the terms hereof, provided and to the extent LLC shall have authorized Regal Cinemark to promote the Service. Regal Cinemark acknowledges that LLC is and shall remain the sole owner of the LLC Marks, including the goodwill of the business symbolized thereby. Regal Cinemark recognizes the value of the goodwill associated with the LLC Marks and acknowledges and agrees that any goodwill arising out of the use of the LLC Marks or any of them by Regal Cinemark shall inure to the sole benefit of LLC for all purposes hereof. (b) Prior to using any Marketing Material or depicting or presenting any LLC Xxxx in or on any marketing or advertising material or otherwise, Regal Cinemark shall submit a sample of such Marketing Material or other material to LLC for approval. LLC shall exercise commercially reasonable efforts to approve (which shall not be unreasonably withheld) or reject any such Marketing Material or other material submitted to it for review within five (5) business days from the date of receipt by LLC. Regal Cinemark shall not use, publish, or distribute any Marketing Material or other material unless and until LLC has so approved it in writing. Upon receipt of such approval from LLC for a particular Marketing Material or other material, Regal Cinemark shall not be obligated to submit to LLC substantially similar material for approval; provided, however, Regal Cinemark shall timely furnish samples of all such material to LLC. (c) Any and all use or exercise of rights by Regal Cinemark with respect to the LLC Marks or any other trademark, tradename, service xxxx or service name provided by LLC to Regal Cinemark for use in connection with the Services shall be in accordance with standards of quality and specifications prescribed by LLC from time to time (the “LLC Quality Standards”) and which have been delivered to RegalCinemark. LLC shall have the right to change the LLC Quality Standards from time to time upon written notice to RegalCinemark, provided such modified LLC Quality Standards are equally and timely applied to any and all other exhibitors of the Service. (d) Regal Cinemark shall cause the appropriate designation “(TM)” or “(SM)” or the registration symbol “(R)” to be placed adjacent to the LLC Marks in connection with the use thereof and to indicate such additional or alternative information as LLC shall specify from time to time concerning the use by Regal Cinemark of the LLC Marks as such is, equally and timely communicated and applied to any and all other exhibitors of the Service. (e) Regal Cinemark shall not use any LLC Xxxx in any manner that may reflect adversely on the image or quality symbolized by the LLC Xxxx, or that may be detrimental to the image or reputation of LLC. Notwithstanding anything herein to the contrary, LLC shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it determines that RegalCinemark’s use of the LLC Marks or any of them is in violation of its trademark usage guidelines or is otherwise disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of LLC within ten (10) days of receipt of written notice thereof. (f) Regal Cinemark agrees not to use (i) any trademark or service xxxx which is confusingly similar to, or a colorable imitation of, any LLC Xxxx or any part thereof, (ii) any trademark or service xxxx in combination with any LLC Xxxx, except in the case of the Brand as created by LLC under the terms of Section 4.05(b) or (iii) any LLC Xxxx in connection with or for the benefit of any product or service of any other Person or entity, except in the case of the Brand as created by LLC under the terms of Section 4.05(b). Regal Cinemark shall not engage in any conduct which may place LLC or any LLC Xxxx in a negative light or context, and shall not represent that it owns or has any interest in any LLC Xxxx other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of LLC (or any other owner) in and to any LLC Xxxx. (g) With respect to all of LLC’s approvals, rights and otherwise under this Section 7.02, LLC shall treat Regal Cinemark at least as favorably with respect to each instance as it has for any other exhibitor of the Service.