Common use of New Marks Clause in Contracts

New Marks. If the Company or any of its controlled Affiliates of Parent determines (whether or not such determination is publicly announced) to adopt a Trademark (other than the acquisition of any Trademark acquired in connection with any acquisition or business combination governed by Article XIV, which shall not be subject to this Section 10.1(c)) other than a Company Licensed Trademark and the Company determines to issue in the United States a Credit Card bearing such Trademark (a “New Xxxx”), the Company shall promptly offer the Bank the exclusive right to issue in the United States a Credit Card bearing such New Xxxx, either as part of the Program or subject to such material legal and financial terms and conditions as may be proposed by the Bank reasonably and in good faith and set forth in a term sheet proposal. The Bank shall have not less than thirty (30) days from its receipt of such offer to consider the offer and give notice to the Company that the Bank wishes to negotiate a definitive agreement therefor (“Opt-in Notice”). If the Bank delivers an Opt-in Notice to the Company, then the Parties will negotiate in good faith for a period of up to sixty (60) days, and either amend this Agreement to incorporate the New Xxxx-branded Credit Cards or document and execute a new definitive agreement for such Credit Cards. If the Bank does not timely deliver an Opt-in Notice, or notifies the Company of its intention not to do so, or if the negotiations do not result in such an amendment or new definitive agreement, then the Company or any of its Affiliates may request proposals from Credit Card issuers other than the Bank or its Affiliates to offer or issue in the United States a Credit Card bearing the New Xxxx, but the Company may enter into an agreement for the offer or issuance of such a Credit Card only on terms that are, in the aggregate with respect to economics, servicing and risk management no more favorable aggregate set of terms to such other issuer than the most favorable terms offered by the Bank to the Company.

New Marks. (a) Subject to Section 5.3(e) below, each Member may request that the Company amend Schedule B of said Member’s License to add additional Marks that the Member would thereafter be licensed to use (if approved, “New Marks”). The Member shall make the request by giving written notice (i) to the Company and (ii) to the other Member, specifying the proposed New Xxxx and the Fields of Use for which the requesting Member proposes to use the New Xxxx. The requesting Member may not use any proposed additional Marks unless until said Marks are approved by the Company in accordance with this Section 5.3. (b) If the Company non-requesting Member reasonably believes that the proposed New Xxxx is confusingly similar to one or any more of its controlled Affiliates of Parent determines (whether or not such determination is publicly announced) to adopt a Trademark (other than the acquisition of any Trademark acquired in connection with any acquisition or business combination governed by Article XIVsaid Member’s Licensed Marks, which shall not be subject to this Section 10.1(c)) other than a Company Licensed Trademark and the Company determines to issue in the United States a Credit Card bearing such Trademark (a “New Xxxx”), the Company shall promptly offer the Bank the exclusive right to issue in the United States a Credit Card bearing such New Xxxx, either as part of the Program or subject to such material legal and financial terms and conditions as may be proposed by the Bank reasonably and in good faith and set forth in a term sheet proposal. The Bank said Member shall have not less than thirty (30) days from its receipt of such offer to consider object to the offer and give proposed New Xxxx by giving written notice to (i) the Company that and (ii) the Bank wishes other Member. The Company shall take any such objection into account when determining whether to negotiate a definitive agreement therefor (“Opt-in Notice”)approve the proposed New Xxxx. If the Bank delivers an Optnon-requesting Member has not objected in Notice writing to the Companyproposed New Xxxx within the allotted time, then said Member will be deemed not to object to the Parties will negotiate in good faith proposed New Xxxx. (c) The Company shall not unreasonably withhold permission for a period of up Member to sixty (60) days, and either amend this Agreement to incorporate the New Xxxx-branded Credit Cards or document and execute adopt a new definitive agreement for such Credit Cards. If the Bank does not timely deliver an Opt-in Notice, or notifies the Company of its intention not to do so, or if the negotiations do not result in such an amendment or new definitive agreement, then the Company or any of its Affiliates may request proposals from Credit Card issuers other than the Bank or its Affiliates to offer or issue in the United States a Credit Card bearing the New Xxxx, but may do so if, in its sole discretion, the Company may enter into an agreement for determines that the offer proposed New Xxxx would be confusingly similar to any of the non-requesting Member’s Licensed Marks, whether or issuance not the non-requesting Member objects to the proposed New Xxxx; or if the Company otherwise determines that the proposed New Xxxx would tarnish or otherwise damage the value of the Marks. (d) In the event the Company approves a New Xxxx, Schedule A hereto and Schedule B of the requesting Member’s License shall each be amended to reflect such New Xxxx. Such New Xxxx shall be owned by the Company. Procurement, maintenance, enforcement and the requesting Member’s use of such a Credit Card only on New Marks shall be in accordance with the terms that are, in the aggregate with respect to economics, servicing and risk management no more favorable aggregate set of terms to such other issuer than the most favorable terms offered by the Bank said Member’s License. (e) Notwithstanding anything to the Companycontrary in this Section 5.3, (i) Electronics shall not request and shall not be granted a license to use any New Xxxx that contains the word “international” or any abbreviation therefore; and (ii) Topaz shall not request and shall not be granted a license to use any New Xxxx that (A) contains any of the following words: “electronic,” “electronics,” “electric,” “electrics” or “electrical”; or any abbreviation for any of them; or (B) begins with “TE” or any abbreviation not already in use by Topaz as of the date of this Agreement that would be the same as any of Electronics’ Licensed Marks.