Common use of Names and Marks Clause in Contracts

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 (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 usage of the Names and Marks including usage on computerized media or electronic mail (including but not limited to the World Wide Web, the Internet, Telnet, newsgroups, bulletin boards, FTP, e-mail and the like) by the 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 ▇▇▇ 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 (other than logos licensed to the FRANCHISEE hereunder), or in any modified form, nor may the FRANCHISEE use any Names and Marks in connection with the 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 person or entity owning the STORE and may contain "d/b/a GLOR▇▇ ▇▇▇▇'▇ ▇▇▇FEES." The FRANCHISEE shall obtain any fictitious name, assumed name or "doing business" registration as may be required by law.

Names and Marks. A. OWNERSHIP OF NAMES AND MARKS The FRANCHISOR is the licensee of GJGC Corp. of the Names (a) Purchaser hereby acknowledges that all right, title and Marks licensed interest in and to the FRANCHISEE Retained Trademarks are owned exclusively by this Agreement and Sellers. (b) Purchaser will, for a period of 60 days after the FRANCHISEE's right to use the Names and Marks is derived Closing Date, have a non-exclusive license, solely from this Agreement and is limited to in connection with the operation of the STORE 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 compliance with this Agreement at the location and premises identified in Paragraph A Purchased Assets that contain Retained Trademarks. (c) Purchaser will ensure that all use of Section 2 (or a substitute premises hereafter approved by the FRANCHISOR Retained Trademarks as provided in this Section 3), 8.9 shall be only with respect to goods and by 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 applicable standards, specifications and operating procedures prescribed goodwill generated by the FRANCHISOR from time to time during the term of this FRANCHISE. The FRANCHISEE agrees that all usage use of the Names and Marks including usage on computerized media or electronic mail (including but not limited Retained Trademarks under this Section 8.9 shall inure solely to the World Wide Web, the Internet, Telnet, newsgroups, bulletin boards, FTP, e-mail and the like) by the FRANCHISEE and any goodwill established thereby shall inure to the exclusive benefit of Sellers. In no event shall Purchaser use 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 Retained Trademarks in any manner identify that may damage or tarnish the FRANCHISEE, any owner reputation of Sellers or other business as a GJC STORE, a former GJC STORE or as a franchisee of or otherwise the goodwill associated with the FRANCHISORRetained 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 manner 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 purpose 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 the Names and Marks its Affiliates from any such breach or other indicia of a GJC STOREthreatened 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. LIMITATIONS ON THE FRANCHISEE'S USE OF NAMES AND MARKS The FRANCHISEE agrees 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 Names and Marks as the sole service mark ▇▇▇ 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 (other than logos licensed to the FRANCHISEE hereunder), or in any modified form, nor may the FRANCHISEE use any Names and Marks Trademark “D’Italiano” in connection with the 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 operation of the person 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 entity owning the STORE and may contain "d/b/a GLOR▇▇ ▇▇▇▇'▇ ▇▇▇FEES." The FRANCHISEE shall to initiate any litigation or legal proceedings to obtain any fictitious namesuch consent or approval. In the event that such consent and approval is obtained, assumed name or "doing business" registration as may be required by lawSellers 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 (a) Purchaser hereby acknowledges that all right, title and Marks licensed interest in and to the FRANCHISEE Retained Trademarks are owned exclusively by this Agreement and Sellers. (b) Purchaser will, for a period of 60 days after the FRANCHISEE's right to use the Names and Marks is derived Closing Date, have a non-exclusive license, solely from this Agreement and is limited to in connection with the operation of the STORE 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 compliance with this Agreement at the location and premises identified in Paragraph A Purchased Assets that contain Retained Trademarks. (c) Purchaser will ensure that all use of Section 2 (or a substitute premises hereafter approved by the FRANCHISOR Retained Trademarks as provided in this Section 3), 8.9 shall be only with respect to goods and by 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 applicable standards, specifications and operating procedures prescribed goodwill generated by the FRANCHISOR from time to time during the term of this FRANCHISE. The FRANCHISEE agrees that all usage use of the Names and Marks including usage on computerized media or electronic mail (including but not limited Retained Trademarks under this Section 8.9 shall inure solely to the World Wide Web, the Internet, Telnet, newsgroups, bulletin boards, FTP, e-mail and the like) by the FRANCHISEE and any goodwill established thereby shall inure to the exclusive benefit of Sellers. In no event shall Purchaser use 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 Retained Trademarks in any manner identify that may damage or tarnish the FRANCHISEE, any owner reputation of Sellers or other business as a GJC STORE, a former GJC STORE or as a franchisee of or otherwise the goodwill associated with the FRANCHISORRetained 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 manner 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 purpose 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) 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 Names and Marks or other indicia of a GJC STORERetained Trademarks. B. LIMITATIONS ON THE FRANCHISEE'S USE OF NAMES AND MARKS (f) The FRANCHISEE agrees to use provisions of this Section 8.9 will survive the Names and Marks as the sole service mark ▇▇▇ 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 (other than logos licensed to the FRANCHISEE hereunder), or in any modified form, nor may the FRANCHISEE use any Names and Marks in connection with the 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 person or entity owning the STORE and may contain "d/b/a GLOR▇▇ ▇▇▇▇'▇ ▇▇▇FEESClosing." The FRANCHISEE shall obtain any fictitious name, assumed name or "doing business" registration as may be required by law.

Names and Marks. A. OWNERSHIP OF NAMES AND MARKS The FRANCHISOR is the licensee of GJGC Corp. of the Names (a) Purchaser hereby acknowledges that all right, title and Marks licensed interest in and to the FRANCHISEE Retained Trademarks are owned exclusively by this Agreement and Sellers. (b) Purchaser will, for a period of 60 days after the FRANCHISEE's right to use the Names and Marks is derived Closing Date, have a non-exclusive license, solely from this Agreement and is limited to in connection with the operation of the STORE 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 compliance with this Agreement at the location and premises identified in Paragraph A Purchased Assets that contain Retained Trademarks. (c) Purchaser will ensure that all use of Section 2 (or a substitute premises hereafter approved by the FRANCHISOR Retained Trademarks as provided in this Section 3), 8.9 shall be only with respect to goods and by 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 applicable standards, specifications and operating procedures prescribed goodwill generated by the FRANCHISOR from time to time during the term of this FRANCHISE. The FRANCHISEE agrees that all usage use of the Names and Marks including usage on computerized media or electronic mail (including but not limited Retained Trademarks under this Section 8.9 shall inure solely to the World Wide Web, the Internet, Telnet, newsgroups, bulletin boards, FTP, e-mail and the like) by the FRANCHISEE and any goodwill established thereby shall inure to the exclusive benefit of Sellers. In no event shall Purchaser use 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 Retained Trademarks in any manner identify that may damage or tarnish the FRANCHISEE, any owner reputation of Sellers or other business as a GJC STORE, a former GJC STORE or as a franchisee of or otherwise the goodwill associated with the FRANCHISORRetained 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 manner 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 purpose 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 the Names and Marks its Affiliates from any such breach or other indicia of a GJC STOREthreatened 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. LIMITATIONS ON THE FRANCHISEE'S USE OF NAMES AND MARKS The FRANCHISEE agrees 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 Names and Marks as the sole service mark ▇▇▇ 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 (other than logos licensed to the FRANCHISEE hereunder), or in any modified form, nor may the FRANCHISEE use any Names and Marks Trademark “D’Italiano” in connection with the 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 operation of the person 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 entity owning the STORE and may contain "d/b/a GLOR▇▇ ▇▇▇▇'▇ ▇▇▇FEES." The FRANCHISEE shall to initiate any litigation or legal proceedings to obtain any fictitious namesuch consent or approval. In the event that such consent and approval is obtained, assumed name 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 "doing business" registration as may be required license is granted to Purchaser by lawimplication 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. OWNERSHIP OF NAMES AND MARKS The FRANCHISOR is (a) Each Buyer acknowledges and agrees that neither Buyer has any rights in or to any marks or names owned, used or licensed by the licensee of GJGC Corp. of Companies incorporating, utilizing or otherwise including the Names “CAPMARK” name, any logos associated with CAPMARK, and Marks licensed to all related marks (the FRANCHISEE by this Agreement “Marks”) and, following the Closing Date neither Buyer shall have any right, title or interest in and the FRANCHISEE's to, or 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 (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 usage of the Names and Marks including usage on computerized media or electronic mail (including but not limited to the World Wide Webuse, the Internet, Telnet, newsgroups, bulletin boards, FTP, e-mail and the likeMarks or any marks or names confusingly similar thereto. (b) by the FRANCHISEE and any goodwill established thereby shall inure to the exclusive benefit of the FRANCHISOR and GJGC Corp. The FRANCHISEE further agrees Each Buyer covenants that after the termination Closing Date it will not adopt, use or expiration register or authorize others to adopt, use or register, any trade names, trademarks, service marks or Internet domain names consisting of or incorporating the Marks or any marks, names or Internet domain names confusingly similar thereto. On the Closing Date, Buyers shall file a certificate of amendment with the Secretary of State of the FRANCHISE he will not directly State of Delaware and otherwise take all actions necessary or indirectly at any time or in any manner identify appropriate to change the FRANCHISEEnames of MMI and MMT so that they no longer refer to “Capmark”. (c) From and after the Closing, any owner or other business as a GJC STORE, a former GJC STORE or as a franchisee of or otherwise associated with neither the FRANCHISOR, or use in any manner or for any purpose Sellers nor any of the Names and Marks their Affiliates shall have any rights in 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 ▇▇▇ 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 (other than logos licensed to the FRANCHISEE hereunder), or in any modified form, nor may the FRANCHISEE use any Names and Marks in connection with the 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 person or entity owning the STORE and may contain "d/b/a GLOR▇▇ “▇▇▇▇'▇ ▇▇” name, the “▇▇▇FEES." The FRANCHISEE shall obtain any fictitious name, assumed ▇▇▇ and Associates” name or "doing business" registration any confusingly similar name (the “▇▇▇▇▇▇ Marks”), and neither the Sellers nor any of their Affiliates shall use the ▇▇▇▇▇▇ Marks for any purpose without the prior written consent of Buyers; provided, however, that Sellers shall have a limited right to continue to use the ▇▇▇▇▇▇ Marks pursuant to and in accordance with the Trademark License Agreement. In furtherance hereof, the Sellers shall undertake such actions and issue such documents and instruments as may be required reasonably necessary to permit Buyers to operate using the ▇▇▇▇▇▇ Marks. (d) The Parties acknowledge and agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and hereby consent to the granting by lawany court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that the breach or threatened breach of such provisions may be effectively restrained.