Ownership of the Marks. (a) LICENSEE hereby acknowledges that LICENSOR is the owner of the Marks and that LICENSEE's right to use the Marks is limited and derived solely from this Agreement. LICENSEE acknowledges that it shall not acquire any rights of ownership whatsoever in the Marks as a result of LICENSEE's use thereof, and that all goodwill arising from ownership of the Marks (as distinguished from any enhancement of value to LICENSEE's business arising from the license granted hereunder) shall inure exclusively to the benefit of LICENSOR. LICENSEE shall include on all packages, cartons and containers in which the Products are marketed and on all labels and advertising and promotional material, the name and address of LICENSEE as manufacturer of the Products and the phrase "S&W is a registered trademark used under license," or equivalent approved in writing by LICENSOR.
(b) LICENSEE agrees to execute and deliver to LICENSOR, upon LICENSOR's request, all documents which are necessary or desirable to secure or preserve LICENSOR's rights in or registrations of the Marks or to record this Agreement, as appropriate, or to cancel such registrations or recordations, as appropriate. LICENSEE further agrees to assist LICENSOR in registering, maintaining and reporting the Marks and use thereof as requested by LICENSOR. LICENSEE will pay its own costs and expenses in this regard. All registration, recordal and maintenance costs of the Marks shall be at the sole cost and expense of LICENSOR.
(c) Each of LICENSEE and LICENSOR hereby represents and warrants to each other that (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized by all necessary action on its part; and (iii) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which it is a party. LICENSOR further represents and warrants to LICENSEE that (i) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which any of the Marks is subject and (ii) all necessary consents have been obtained by persons who claim a security interest in the Marks, or any of them.
Ownership of the Marks. Each of the Issuer, the Co-Issuer and the Trustee acknowledges that, as among them, Taberna Capital Management owns all right, title and interest in the Marks and the goodwill associated with the Marks and that the use of the Marks by the Issuer and Co-Issuer shall inure to the benefit of Taberna Capital Management. Each of the Issuer and Co-Issuer agrees that it shall never attack or contest or assist others in attacking or contesting any of the Marks or Taberna Capital Management’s rights in any of the Marks. Each of the Issuer and Co-Issuer agrees not to register or attempt to register any of the Marks or any confusingly or colorably similar trademark or service xxxx, or cause any of the Marks or any confusingly or colorably similar trademark or service xxxx to be registered, in any country, state or other jurisdiction, without the prior written permission of Taberna Capital Management. Taberna Capital Management hereby reserves the exclusive worldwide right to register the Marks for use on and in connection with any financial services or otherwise.
Ownership of the Marks. A. Distributer acknowledges that NBB is the owner of all rights in the Marks, any trademark applications and/or registrations thereto, and all associated goodwill. Distributer shall do nothing inconsistent with NBB's intellectual property rights in the Marks and agrees that all use of the Marks by Distributer shall inure to the benefit of NBB. Distributer shall not obtain any rights to the Marks except the specific, non-exclusive, limited license granted hereunder during the Term. Distributer agrees that nothing in this Agreement shall give Distributer any right, title or interest in the Marks other than the right to use the Marks in accordance with this Agreement. Distributer shall not register or attempt to register any of the Marks as a trademark, service xxxx, Internet domain name, or trade name, with any domestic or foreign governmental or quasi-governmental authority. Distributer shall not violate any of NBB's intellectual property rights in the Marks. The provisions of this Section shall survive the expiration or termination of this Agreement.
B. Distributer shall execute any documents reasonably requested by NBB to secure protection of any of the Marks.
C. Distributer does not license, permit or allow NBB to use any of Distributer's trademarks, copyrights, trade names or other intellectual properties (collectively, "Distributer Properties") through this Xxxxxxxxx. XXX must obtain Distributer's prior written consent to use any Distributer Properties.
Ownership of the Marks. Company or the Marks Owner is the current ---------------------- owner of all rights in and to the Marks in the Territory and may transfer ownership of such marks to its Affiliate. Company will, or shall require the Marks Owner to, enter into that certain Trademark License Agreement with Master Licensee, the form of which is attached hereto as Exhibit D. Master Licensee acknowledges that neither Master Licensee, its Affiliates or Franchisees have any, nor will they acquire any, proprietary interest whatsoever in the Marks and that the rights of Master Licensee and Franchisees to use the Marks are derived solely from the Trademark License Agreement entered into between the Marks Owner and Master Licensee and are limited to the franchising of Units pursuant to and in compliance with this Agreement and applicable Territory System Standards prescribed in the Territory System Standards Manual. Unauthorized use of the Marks by Master Licensee or Franchisees shall constitute a breach hereof and an infringement of the rights of the Marks Owner in and to the Marks. All usage of the Marks by Master Licensee and Franchisees, and any goodwill established thereby, shall inure to the exclusive benefit of the Marks Owner. This Agreement does not confer any goodwill or ownership interests in the Marks upon Master Licensee or Franchisees. In addition to its obligations under Paragraph 7.5 hereof, Master Licensee will take all necessary steps to preserve the goodwill and prestige of the Marks. Master Licensee acknowledges that upon expiration or termination hereof, no monetary value shall be attributable to any goodwill associated with the use of the Marks by Master Licensee or Franchisees.
Ownership of the Marks. Licensee expressly acknowledges the exclusive ownership of the Licensed Marks by Licensor and promises that all use of the Licensed Marks by Licensee shall be to the benefit of Licensor. Licensee shall not do, cause to be done, or participate in anything inconsistent with Licensor's ownership and shall not attack Licensor's title to or ownership of the Licensed Marks or attack the validity of the Licensed Marks or this Agreement. Licensee agrees that it will only use the Licensed Marks in a manner that is compliant with the Trademark Usage Guidelines, will not modify the Licensed Marks in any manner, and will not use any conflicting or confusingly similar xxxx to that of the Licensed Marks during or after the term of this Agreement.
Ownership of the Marks. You acknowledge that Noodles & Company, and/or our Affiliate, as applicable, own the Marks. Your right to use the Marks is derived solely from this Agreement and is limited to conducting business pursuant to and in compliance with this Agreement. Your unauthorized use of any of the Marks constitutes a breach of this Agreement and an infringement of our, and/or our Affiliate’s, as applicable, rights to the Marks. This Agreement does not confer on you any goodwill or other interests in the Marks. Your use of the Marks and any goodwill established thereby inures to the exclusive benefit of us and/or our Affiliate, as applicable. All provisions of this Agreement applicable to the Marks apply to any additional or substitute trademarks, service marks and trade dress we authorize you to use. You may not, at any time during or after the Term, contest, or assist any other person or entity in contesting, the validity or ownership of any of the Marks.
Ownership of the Marks. You acknowledge that we, or our Affiliates, if applicable, own the Marks and that you are not granted the right under this Agreement to use the Marks. Your right to use the Marks arises solely from, and is limited to, Franchise Agreements entered into between you and us. You may not use any Xxxx (or any abbreviation, modification or colorable imitation) as part of any corporate or legal business name or in any other manner not explicitly authorized in writing by us. You may not, at any time during or after the Term, contest, or assist any other person or entity in contesting, the validity or ownership of any of the Marks. If we determine that it becomes advisable at any time for us and/or you to modify or discontinue use of any Xxxx and/or use one or more additional or substitute trademarks, service marks or trade dress, you agree to comply with our directions within fourteen (14) days after notice. Neither we nor any of our Affiliates shall have any liability or obligation whatsoever with respect to any such required modification or discontinuance of any Xxxx or the promotion of a substitute trademark, service xxxx or trade dress.
Ownership of the Marks. Franchisee acknowledges and agrees that nothing herein contained shall give Franchisee any right, title or interest in and to the Marks, except the non-exclusive right to use the Marks in connection with the operation of the Restaurant under the Mama Fu's System in accordance with the terms of this Agreement. Xxxxxxxxxx also acknowledges and agrees that the Marks and all goodwill now or in the future pertaining to the Marks are the sole and exclusive property of Franchisor and that it shall not raise or cause to be raised any questions concerning, or objections to, the validity or ownership of such Marks on any grounds whatsoever. Franchisee will not seek to register, reregister or assert claim to or ownership of, or otherwise appropriate to itself, any of the Marks or any marks or names confusingly similar to the Marks, or the goodwill symbolized by the Marks except insofar as such action inures to the benefit of and has the prior written approval of Franchisor.
Ownership of the Marks. The SGI Group acknowledges that MIPS owns ---------------------- each of the MIPS Marks and all of the worldwide rights in and to the MIPS Marks. The SGI Group further acknowledges that any and all goodwill arising from the SGI Group's use of the MIPS Marks shall inure solely to the benefit of MIPS, and the SGI Group shall not assert any claim to such goodwill. The SGI Group agrees that nothing in this Agreement shall give the SGI Group any right, title or interest in the MIPS Marks other than the right to use the MIPS Marks in accordance with this Agreement and the SGI Group agrees that it will not attack the title of MIPS to the MIPS Marks or attack the validity of this Agreement. The SGI Group agrees that it shall not file nor cause the filing of any applications to register any xxxx identical or similar to the MIPS Marks throughout the world, and upon MIPS's request, the SGI Group shall immediately transfer all of its right, title and interest in such applications or registrations to MIPS.
Ownership of the Marks. Licensee agrees that it has no right to ownership in the Licensed Marks and, in furtherance thereof, hereby transfers and conveys all rights, title and interest, if any, in the Licensed Marks to Licensor, and will not at any time represent or authorize a Designated Manufacturer(s) to represent that such manufacturer has any title or right of ownership in the Marks.
