Common use of Name and Xxxx Clause in Contracts

Name and Xxxx. (a) Notwithstanding any provision of this Agreement to the contrary, the Partners acknowledge and agree that: (i) the Name and Xxxx are the property of, or have been licensed by, the General Partner or its Affiliates (other than the Partnership) and in no respect shall the right to use the Name and Xxxx be deemed an asset of the Partnership; (ii) the Partnership’s authority to use the Name and Xxxx xxx be withdrawn by the General Partner or its Affiliates or licensors at any time without compensation to the Partnership; (iii) the Partnership has no right to license, sublicense, assign, or otherwise Transfer any right, title or interest in or to the Name and Xxxx; (iv) no Partner other than the General Partner shall, by virtue of its ownership of an interest in the Partnership, hold any right, title or interest in or to the Name and Xxxx; (v) neither the Partnership nor any Partner (other than the General Partner) shall, by virtue of the existence of the Partnership, be entitled to any goodwill or similar value associated with the Name and Xxxx; and (vi) following the Dissolution and liquidation of the Partnership, no Partner other than the General Partner shall, by virtue of its ownership of an interest in the Partnership, hold any right, title or interest in and to the Name and Xxxx. Except as specifically authorized by the General Partner or its Affiliate or licensor in writing, in no event shall any Limited Partner use the Name and Xxxx for its own account. (b) Subject to Section 10.4(a), the General Partner hereby grants to the Partnership, and the Partnership hereby accepts, a non-exclusive, non-assignable, non-sub-licensable, royalty-free license to use, during the term of the Partnership, the Name and Xxxx as part of the legal name of the Partnership. (c) The General Partner, its Affiliates and its licensors shall be entitled to take all reasonable actions to protect or comply with their ownership or license of the Name and Xxxx. The Partnership shall use the Name and Xxxx only in connection with goods or services adhering to such standards, specifications, and instructions as are developed by the General Partner, its Affiliates and its licensors (other than the Partnership). If the General Partner or such Affiliates or licensors determine that the Partnership is not using, or cannot use, the Name and Xxxx in accordance with such standards, specifications and instructions, the Partnership shall cure the cause of such failure or, if the General Partner determines that the Partnership cannot or should not cure such failure, discontinue such non-conforming use. The General Partner shall have the right to present to its Affiliates and licensors all information concerning the Partnership’s use of the Name and Xxxx as shall be reasonably necessary for such Affiliates and licensors to determine whether such standards, specifications and instructions have been, and are likely to be, satisfied. (d) If the name, xxxx or URL of the Partnership are changed pursuant to Section 2.1(b) or otherwise, the foregoing provisions of this Section 10.4 shall apply equally to the new name, xxxx or URL. (e) It is intended that the applicable Affiliates and licensors of the General Partner shall be entitled to obtain enforcement of this Section 10.4.