Common use of Names and Marks Clause in Contracts

Names and Marks. (a) Purchaser hereby acknowledges that all right, title and interest in and to the Retained Trademarks are owned exclusively by Sellers. (b) Purchaser will, for a period of 60 days after the Closing Date, have a non-exclusive license, solely in connection with the operation of the Business, to use all of the existing stocks of signs, letterheads, invoice stock, packaging, advertisements and promotional materials, inventory and other tangible materials included in the Purchased Assets that contain Retained Trademarks. (c) Purchaser will ensure that all use of the Retained Trademarks as provided in this Section 8.9 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Trademarks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Trademarks under this Section 8.9 shall inure solely to the benefit of Sellers. In no event shall Purchaser use the Retained Trademarks in any manner that may damage or tarnish the reputation of Sellers or the goodwill associated with the Retained Trademarks. (d) Purchaser agrees that no Seller shall have any responsibility for claims by third parties arising out of, or relating to, the use by Purchaser of any Retained Trademarks after the Closing. Purchaser will indemnify and hold harmless Sellers from any and all claims that may arise out of the use thereof by Purchaser in accordance with the terms and conditions of this Section 8.9, other than such claims that the Retained Trademarks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless Sellers from any and all claims that may arise out of the use of the Retained Trademarks in violation of or outside the scope permitted by this Section 8.9. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Sellers, in addition to any other remedies available to them for any breach or threatened breach of this Section 8.9, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates from any such breach or threatened breach. (e) Sellers will use their commercially reasonable efforts, and Purchaser will, and Parent will cause Purchaser to, cooperate with Sellers, to obtain at the earliest practicable date the consent and approval of Grupo Bimbo, S.A. B. DE C.V. (as successor in interest to SB Royalty Company, Inc.) under that certain License Agreement, dated as of April 19, 1989, by and between SB Royalty Company, Inc. and Interstate Brands Company – Licensing Co. (the “SB License Agreement”) to allow Sellers to grant Purchaser a perpetual, royalty free, non-exclusive, non-assignable, sublicense (without the right to grant sublicenses) to use the Trademark “D’Italiano” in connection with the operation of the Business in the “Territory” (as defined in the SB License Agreement); provided, however, that Sellers will not be obligated to pay any consideration therefor or to initiate any litigation or legal proceedings to obtain any such consent or approval. In the event that such consent and approval is obtained, Sellers and Purchasers shall, for a period of no less than 30 days, negotiate in good faith the terms and conditions of a written agreement governing the sublicensing of the Trademark “D’Italiano” to Purchaser.

Names and Marks. (a) The Purchaser hereby acknowledges that all right, title and interest in and to the Retained Trademarks Names and Marks are owned exclusively by Sellersthe Seller or one or more of its Affiliates (excluding the Acquired Companies), and that, except as expressly provided below, any and all right of the Acquired Companies to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Seller or one or more of its Affiliates (excluding the Acquired Companies). The Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein. (b) Purchaser will, for a period of 60 days As soon as reasonably practicable after the Closing Date(and in any event within six (6) months thereafter), have the Purchaser shall cause the Acquired Companies to cease and discontinue use of all Retained Names and Marks from all products, signage, vehicles, properties, technical information and promotional or other marketing materials of the Acquired Companies existing as of the Closing that bear the Retained Names and Marks. The Seller hereby grants the Acquired Companies a limited, non-exclusive license, solely license to use the Retained Names and Marks on a wind-down and transitional basis for the period specified in the preceding sentence in connection with such specified assets. Except as expressly provided in this Section 5.07, no other right to use the operation Retained Names and Marks is granted by the Seller to the Purchaser or any of its Affiliates whether by implication or otherwise, and nothing hereunder shall permit the Purchaser or any of its Affiliates to use the Retained Names and Marks in any manner. The Purchaser shall, and shall cause each Acquired Company to, ensure that all uses of the Business, Retained Names and Marks as provided in this Section 5.07 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use all of the existing stocks Retained Names and Marks under this Section 5.07 shall inure solely to the benefit of signsthe Seller. The Purchaser shall not, letterheadsand shall cause each Acquired Company not to, invoice stock(i) use the Retained Names and Marks hereunder in any manner that may damage, packaging, advertisements impair or tarnish the reputation of the Seller or its Affiliates (excluding the Acquired Companies) or the goodwill associated with the Retained Names and promotional materials, inventory Marks; or (ii) contest the ownership or validity of any of the Retained Names and other tangible materials included in the Purchased Assets that contain Retained TrademarksMarks. (c) The Purchaser will agrees that the Seller and its Affiliates (excluding the Acquired Companies) shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Acquired Companies of any Retained Names and Marks after the Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.07 by the Purchaser or the Acquired Companies with respect to the Retained Names and Marks, the Seller, in addition to any other remedies available to it, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining the Business or the Acquired Companies from any such breach or threatened breach. (d) The Seller hereby acknowledges that all right, title and interest in and to the Company Names and Marks are owned exclusively by the Acquired Companies, and that, except as expressly provided below, any and all right of the Seller, its Affiliates, and the Retained Subsidiaries to use the Company Names and Marks shall terminate as of the Closing and shall immediately revert to the Acquired Companies. The Seller further acknowledges that it has no rights, and is not acquiring any rights, to use the Company Names and Marks, except as provided herein. (e) As soon as reasonably practicable after the Closing (and in any event within six (6) months thereafter), the Seller shall cause the Retained Subsidiaries to cease and discontinue use of all Company Names and Marks from all products, signage, vehicles, properties, technical information and promotional or other marketing materials of the Retained Subsidiaries existing as of the Closing that bear the Company Names and Marks, and to file name change documentation as may be necessary for any of the Retained Subsidiaries to change its legal entity name to a name not including “Grede” in whole or in part. The Purchaser, on behalf of the Acquired Companies, hereby grants the Seller (on behalf of the Retained Subsidiaries) a limited, non-exclusive license to use the Company Names and Marks on a wind-down and transitional basis for the period specified in the preceding sentence. Except as expressly provided in this Section 5.07, no other right to use the Company Names and Marks is granted by the Purchaser to the Seller or any of its Affiliates, whether by implication or otherwise, and nothing hereunder shall permit the Seller or any of its Affiliates to use the Company Names and Marks in any manner. The Seller shall, and shall cause each Retained Subsidiary to, ensure that all use uses of the Retained Trademarks Company Names and Marks as provided in this Section 8.9 5.07 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Trademarks were Subsidiaries used in the Business Company Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Trademarks Company Names and Marks under this Section 8.9 5.07 shall inure solely to the benefit of Sellersthe Purchaser. In no event The Seller shall Purchaser not, and shall cause each Retained Subsidiary not to, (i) use the Retained Trademarks Company Names and Marks hereunder in any manner that may damage damage, impair or tarnish the reputation of Sellers the Purchaser or its Affiliates (including the Acquired Companies) or the goodwill associated with the Retained TrademarksCompany Names and Marks; or (ii) contest the ownership or validity of any of the Company Names and Marks. (df) Purchaser The Seller agrees that no Seller the Purchaser and its Affiliates shall have any no responsibility for claims by third parties arising out of, or relating to, the use by Purchaser the Retained Subsidiaries of any Retained Trademarks Company Names and Marks after the Closing. Purchaser will indemnify and hold harmless Sellers from any and all claims that may arise out of the use thereof by Purchaser in accordance with the terms and conditions of this Section 8.9, other than such claims that the Retained Trademarks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless Sellers from any and all claims that may arise out of the use of the Retained Trademarks in violation of or outside the scope permitted by this Section 8.9. Notwithstanding anything in this Agreement to the contrary, Purchaser the Seller hereby acknowledges that Sellersin the event of any breach or threatened breach of this Section 5.07 with respect to the Company Names and Marks by the Seller or the Retained Subsidiaries, the Purchaser, in addition to any other remedies available to them for any breach or threatened breach of this Section 8.9it, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates the Seller and/or Retained Subsidiaries from any such breach or threatened breach. (e) Sellers will use their commercially reasonable efforts, and Purchaser will, and Parent will cause Purchaser to, cooperate with Sellers, to obtain at the earliest practicable date the consent and approval of Grupo Bimbo, S.A. B. DE C.V. (as successor in interest to SB Royalty Company, Inc.) under that certain License Agreement, dated as of April 19, 1989, by and between SB Royalty Company, Inc. and Interstate Brands Company – Licensing Co. (the “SB License Agreement”) to allow Sellers to grant Purchaser a perpetual, royalty free, non-exclusive, non-assignable, sublicense (without the right to grant sublicenses) to use the Trademark “D’Italiano” in connection with the operation of the Business in the “Territory” (as defined in the SB License Agreement); provided, however, that Sellers will not be obligated to pay any consideration therefor or to initiate any litigation or legal proceedings to obtain any such consent or approval. In the event that such consent and approval is obtained, Sellers and Purchasers shall, for a period of no less than 30 days, negotiate in good faith the terms and conditions of a written agreement governing the sublicensing of the Trademark “D’Italiano” to Purchaser.

Names and Marks. A. OWNERSHIP OF NAMES AND MARKS The FRANCHISOR is the licensee of GJGC Corp. of the Names and Marks licensed to the FRANCHISEE by this Agreement and the FRANCHISEE's right to use the Names and Marks is derived solely from this Agreement and is limited to the operation of the STORE in compliance with this Agreement at the location and premises identified in Paragraph A of Section 2 (a) Purchaser hereby acknowledges or a substitute premises hereafter approved by the FRANCHISOR as provided in Section 3), and by all applicable standards, specifications and operating procedures prescribed by the FRANCHISOR from time to time during the term of this FRANCHISE. The FRANCHISEE agrees that all right, title usage of the Names and interest in and Marks including usage on computerized media or electronic mail (including but not limited to the Retained Trademarks are owned exclusively World Wide Web, the Internet, Telnet, newsgroups, bulletin boards, FTP, e-mail and the like) by Sellersthe FRANCHISEE and any goodwill established thereby shall inure to the exclusive benefit of the FRANCHISOR and GJGC Corp. The FRANCHISEE further agrees that after the termination or expiration of the FRANCHISE he will not directly or indirectly at any time or in any manner identify the FRANCHISEE, any owner or other business as a GJC STORE, a former GJC STORE or as a franchisee of or otherwise associated with the FRANCHISOR, or use in any manner or for any purpose any of the Names and Marks or other indicia of a GJC STORE. B. LIMITATIONS ON THE FRANCHISEE'S USE OF NAMES AND MARKS The FRANCHISEE agrees to use the Names and Marks as the sole service mark xxx trade name identification of the STORE. The FRANCHISEE shall display a notice in such form as the FRANCHISOR may prescribe that the FRANCHISEE is an independent owner of the STORE pursuant to this Agreement. The FRANCHISEE shall not use any of the Names and Marks as part of any corporate name or with any prefix, suffix or other modifying words, terms, designs or symbols (b) Purchaser willother than logos licensed to the FRANCHISEE hereunder), for a period of 60 days after or in any modified form, nor may the Closing Date, have a non-exclusive license, solely FRANCHISEE use any Names and Marks in connection with the operation sale of any unauthorized product or service or in any other manner including via computerized media and electronic media not explicitly authorized in writing by the FRANCHISOR. All bank accounts, licenses, permits or other similar documents shall contain the actual name of the Business, to use all of person or entity owning the existing stocks of signs, letterheads, invoice stock, packaging, advertisements STORE and promotional materials, inventory and other tangible materials included in the Purchased Assets that may contain Retained Trademarks"d/b/a GLORXX XXXX'X XXXFEES. (c) Purchaser will ensure that all use of the Retained Trademarks as provided in this Section 8.9 " The FRANCHISEE shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Trademarks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Trademarks under this Section 8.9 shall inure solely to the benefit of Sellers. In no event shall Purchaser use the Retained Trademarks in any manner that may damage or tarnish the reputation of Sellers or the goodwill associated with the Retained Trademarks. (d) Purchaser agrees that no Seller shall have any responsibility for claims by third parties arising out of, or relating to, the use by Purchaser of any Retained Trademarks after the Closing. Purchaser will indemnify and hold harmless Sellers from any and all claims that may arise out of the use thereof by Purchaser in accordance with the terms and conditions of this Section 8.9, other than such claims that the Retained Trademarks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless Sellers from any and all claims that may arise out of the use of the Retained Trademarks in violation of or outside the scope permitted by this Section 8.9. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Sellers, in addition to any other remedies available to them for any breach or threatened breach of this Section 8.9, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates from any such breach or threatened breach. (e) Sellers will use their commercially reasonable efforts, and Purchaser will, and Parent will cause Purchaser to, cooperate with Sellers, to obtain at the earliest practicable date the consent and approval of Grupo Bimbo, S.A. B. DE C.V. (as successor in interest to SB Royalty Company, Inc.) under that certain License Agreement, dated as of April 19, 1989, by and between SB Royalty Company, Inc. and Interstate Brands Company – Licensing Co. (the “SB License Agreement”) to allow Sellers to grant Purchaser a perpetual, royalty free, non-exclusive, non-assignable, sublicense (without the right to grant sublicenses) to use the Trademark “D’Italiano” in connection with the operation of the Business in the “Territory” (as defined in the SB License Agreement); provided, however, that Sellers will not be obligated to pay any consideration therefor or to initiate any litigation or legal proceedings to obtain any such consent fictitious name, assumed name or approval. In the event that such consent and approval is obtained, Sellers and Purchasers shall, for a period of no less than 30 days, negotiate in good faith the terms and conditions of a written agreement governing the sublicensing of the Trademark “D’Italiano” to Purchaser"doing business" registration as may be required by law.

Names and Marks. (a) Purchaser hereby acknowledges that all right, title and interest in and to the Retained Trademarks are owned exclusively by Sellers. (b) Purchaser will, for a period of 60 days after the Closing Date, have a non-exclusive license, solely in connection with the operation of the Business, to use all of the existing stocks of signs, letterheads, invoice stock, packaging, advertisements and promotional materials, inventory and other tangible materials included in the Purchased Assets that contain Retained Trademarks. (c) Purchaser will ensure that all use of the Retained Trademarks as provided in this Section 8.9 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Trademarks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Trademarks under this Section 8.9 shall inure solely to the benefit of Sellers. In no event shall Purchaser use the Retained Trademarks in any manner that may damage or tarnish the reputation of Sellers or the goodwill associated with the Retained Trademarks. (d) Purchaser agrees that no Seller shall have any responsibility for claims by third parties arising out of, or relating to, the use by Purchaser of any Retained Trademarks after the Closing. Purchaser will indemnify and hold harmless Sellers from any and all claims that may arise out of the use thereof by Purchaser in accordance with the terms and conditions of this Section 8.9, other than such claims that the Retained Trademarks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless Sellers from any and all claims that may arise out of the use of the Retained Trademarks in violation of or outside the scope permitted by this Section 8.9. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Sellers, in addition to any other remedies available to them for any breach or threatened breach of this Section 8.9, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates from any such breach or threatened breach. (e) Sellers will use their commercially reasonable effortsExcept as expressly set forth in this Section 8.9, and no other right or license is granted to Purchaser will, and Parent will cause Purchaser to, cooperate by implication or otherwise with Sellers, respect to obtain at the earliest practicable date the consent and approval of Grupo Bimbo, S.A. B. DE C.V. (as successor in interest to SB Royalty Company, Inc.) under that certain License Agreement, dated as of April 19, 1989, by and between SB Royalty Company, Inc. and Interstate Brands Company – Licensing Co. (the “SB License Agreement”) to allow Sellers to grant Purchaser a perpetual, royalty free, non-exclusive, non-assignable, sublicense (without the right to grant sublicenses) to use the Trademark “D’Italiano” in connection with the operation any of the Business in Retained Trademarks. (f) The provisions of this Section 8.9 will survive the “Territory” (as defined in the SB License Agreement); provided, however, that Sellers will not be obligated to pay any consideration therefor or to initiate any litigation or legal proceedings to obtain any such consent or approval. In the event that such consent and approval is obtained, Sellers and Purchasers shall, for a period of no less than 30 days, negotiate in good faith the terms and conditions of a written agreement governing the sublicensing of the Trademark “D’Italiano” to PurchaserClosing.

Names and Marks. (a) Purchaser hereby acknowledges that all right, title and interest in and to the Retained Trademarks are owned exclusively by Sellers. (b) Purchaser will, for a period of 60 days after the Closing Date, have a non-exclusive license, solely in connection with the operation of the Business, to use all of the existing stocks of signs, letterheads, invoice stock, packaging, advertisements and promotional materials, inventory and other tangible materials included in the Purchased Assets that contain Retained Trademarks. (c) Purchaser will ensure that all use of the Retained Trademarks as provided in this Section 8.9 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Trademarks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Trademarks under this Section 8.9 shall inure solely to the benefit of Sellers. In no event shall Purchaser use the Retained Trademarks in any manner that may damage or tarnish the reputation of Sellers or the goodwill associated with the Retained Trademarks. (d) Purchaser agrees that no Seller shall have any responsibility for claims by third parties arising out of, or relating to, the use by Purchaser of any Retained Trademarks after the Closing. Purchaser will indemnify and hold harmless Sellers from any and all claims that may arise out of the use thereof by Purchaser in accordance with the terms and conditions of this Section 8.9, other than such claims that the Retained Trademarks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless Sellers from any and all claims that may arise out of the use of the Retained Trademarks in violation of or outside the scope permitted by this Section 8.9. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Sellers, in addition to any other remedies available to them for any breach or threatened breach of this Section 8.9, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates from any such breach or threatened breach. (e) Sellers will use their commercially reasonable efforts, and Purchaser will, and Parent will cause Purchaser to, cooperate with Sellers, to obtain at the earliest practicable date the consent and approval of Grupo Bimbo, S.A. B. DE C.V. (as successor in interest to SB Royalty Company, Inc.) under that certain License Agreement, dated as of April 19, 1989, by and between SB Royalty Company, Inc. and Interstate Brands Company – Licensing Co. (the “SB License Agreement”) to allow Sellers to grant Purchaser a perpetual, royalty free, non-exclusive, non-assignable, sublicense (without the right to grant sublicenses) to use the Trademark “D’Italiano” in connection with the operation of the Business in the “Territory” (as defined in the SB License Agreement); provided, however, that Sellers will not be obligated to pay any consideration therefor or to initiate any litigation or legal proceedings to obtain any such consent or approval. In the event that such consent and approval is obtained, Sellers and Purchasers shall, for a period of no less than 30 days, negotiate in good faith the terms and conditions of a written agreement governing the sublicensing of the Trademark “D’Italiano” to Purchaser. (f) Except as expressly set forth in this Section 8.9, no other right or license is granted to Purchaser by implication or otherwise with respect to any of the Retained Trademarks. (g) The provisions of this Section 8.9 will survive the Closing.

Names and Marks. (a) The Purchaser hereby acknowledges that all right, title and interest in and to the names “National Bank of Greece”, “NBG”, “NBG International Holdings B.V.”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source in each case containing, incorporating or used together with any of the foregoing (the “Retained Trademarks Names and Marks”) are owned exclusively by Sellersthe Seller or its Affiliates. As soon as is commercially practicable after the Closing, but in no event later than 60 days, the Purchaser shall cause the Company and the Company Subsidiaries to cease doing business under the Retained Names and Marks. (b) Purchaser willThe Company and the Company Subsidiaries shall, for a period of 60 days Business Days after the Closing Date, have a non-exclusive license, solely in connection with the operation date of the BusinessClosing, be entitled to use all of the their existing stocks of signs, letterheads, invoice stock, packaging, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other tangible documents and materials included in (“Existing Stock”) containing the Purchased Assets that contain Retained TrademarksNames and Marks, after which date the Purchaser shall cause the Company and each Company Subsidiary to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, and transfer to the Seller any rights with respect to Internet domain names incorporating any Retained Names or Marks, to the extent owned or controlled by the Company. (c) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks is granted by the Seller to the Purchaser will or the Company and the Company Subsidiaries, whether by implication or otherwise, and nothing hereunder permits the Purchaser, the Company or any of the Company Subsidiaries to use the Retained Names and Marks on any documents, materials, products or services other than in connection with the Existing Stock. The Purchaser shall ensure that all use of the Retained Trademarks Names and Marks by the Company and the Company Subsidiaries as provided in this Section 8.9 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Company and the Company Subsidiaries used the Retained Trademarks were used in the Business Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Trademarks under this Section 8.9 shall inure solely to the benefit of Sellers. In no event shall Purchaser use the Retained Trademarks in any manner that may damage or tarnish the reputation of Sellers or the goodwill associated with the Retained Trademarks. (d) Purchaser agrees that no Seller shall have any responsibility for claims by third parties arising out of, or relating to, the use by Purchaser of any Retained Trademarks after the Closing. Purchaser will indemnify and hold harmless Sellers from any and all claims that may arise out of the use thereof by Purchaser in accordance with the terms and conditions of this Section 8.9, other than such claims that the Retained Trademarks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, Purchaser shall indemnify and hold harmless Sellers from any and all claims that may arise out of the use of the Retained Trademarks in violation of or outside the scope permitted by this Section 8.9. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Sellers, in addition to any other remedies available to them for any breach or threatened breach of this Section 8.9, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates from any such breach or threatened breach. (e) Sellers will use their commercially reasonable efforts, and Purchaser will, and Parent will cause Purchaser to, cooperate with Sellers, to obtain at the earliest practicable date the consent and approval of Grupo Bimbo, S.A. B. DE C.V. (as successor in interest to SB Royalty Company, Inc.) under that certain License Agreement, dated as of April 19, 1989, by and between SB Royalty Company, Inc. and Interstate Brands Company – Licensing Co. (the “SB License Agreement”) to allow Sellers to grant Purchaser a perpetual, royalty free, non-exclusive, non-assignable, sublicense (without the right to grant sublicenses) to use the Trademark “D’Italiano” in connection with the operation of the Business in the “Territory” (as defined in the SB License Agreement); provided, however, that Sellers will not be obligated to pay any consideration therefor or to initiate any litigation or legal proceedings to obtain any such consent or approval. In the event that such consent and approval is obtained, Sellers and Purchasers shall, for a period of no less than 30 days, negotiate in good faith the terms and conditions of a written agreement governing the sublicensing of the Trademark “D’Italiano” to Purchaser.