Common use of Ownership of the Licensed Marks Clause in Contracts

Ownership of the Licensed Marks. 5.1 Sublicensee acknowledges that the Marks, worldwide, are the property of Westinghouse and that Westinghouse has substantial and valuable goodwill in the Marks. Sublicensee shall take all reasonable measures to maintain and protect Westinghouse's proprietary rights including placing any reasonable notice of such ownership that Sublicensors shall reasonably require and advise Sublicensee in writing from time to time. At no cost to Sublicensee, it shall cooperate fully and in good faith with Sublicensors and Westinghouse for the purpose of securing and preserving Westinghouse's rights in and to the Marks. At no cost to Sublicensee, it shall execute any documents reasonably required by Sublicensors or Westinghouse to protect the Marks. Sublicensee shall not take any action, or by its knowing inaction allow any event to occur, which would injure or impair Westinghouse's proprietary rights in and to the Marks. Sublicensee shall not contest the validity of the Marks or any rights of Westinghouse therein, nor shall Sublicensee willingly become an adverse party in litigation in which others shall contest the Marks or Westinghouse's said rights. In addition thereto, Sublicensee shall not in any way seek to avoid its obligations hereunder because of the assertion or allegation by any persons, entities or government agencies, bureaus, or instrumentalities that the Marks, or any of them, are invalid or ineffective or by reason of any contest concerning the rights of Westinghouse therein.

Ownership of the Licensed Marks. 5.1 Sublicensee Salton acknowledges that the Marks, worldwide, are the property of Westinghouse and that Westinghouse has substantial and valuable goodwill in the Marks. Sublicensee Salton shall take all reasonable measures to maintain and protect Westinghouse's proprietary rights including placing any reasonable notice of such ownership that Sublicensors Westinghouse shall reasonably require and advise Sublicensee in writing from time to timerequire. At no cost to Sublicensee, it Salton shall cooperate fully and in good faith with Sublicensors and Westinghouse for the purpose of securing and preserving Westinghouse's rights in and to the Marks. At no cost to Sublicensee, it Salton shall execute any documents reasonably required by Sublicensors or Westinghouse to protect the Marks. Sublicensee To the extent that Licensee incurs any out of pocket expense, including legal fees and costs, Westinghouse shall reimburse Salton within forty-five (45) days after Salton submits a statement for such fees and costs accompanied by reasonable documentation. Salton shall not take any action, or by its knowing inaction allow any event to occur, which would injure or impair Westinghouse's proprietary rights in and to the Marks. Sublicensee Salton shall not contest the validity of the Marks or any rights of Westinghouse therein, nor shall Sublicensee Salton willingly become an adverse party in litigation in which others shall contest the Marks or Westinghouse's said rights. In addition thereto, Sublicensee Salton shall not in any way seek to avoid its obligations hereunder because of the assertion or allegation by any persons, entities or government agencies, bureaus, or instrumentalities that the Marks, or any of them, are invalid or ineffective or by reason of any contest concerning the rights of Westinghouse therein; provided however, that, if there is a final determination by a court or arbitration panel that a third party owns the Marks and/or the rights granted under this Agreement to Salton, Licensee shall have no obligations under this Agreement if its use of the Marks under this Agreement is impaired or Salton is required to make additional royalty payments to such third party for continued use of the Marks.