Common use of Procurement and Maintenance of Trademark Registrations Clause in Contracts

Procurement and Maintenance of Trademark Registrations. As between UL and Licensee, UL shall have the sole right to, and shall use Reasonable Efforts to, register, prosecute and/or maintain each of the Licensed Marks. Licensee may request that UL register approved New Brand Assets that are Licensed Marks at anytime and anywhere in the Territory, and UL shall use Reasonable Efforts to procure, register and maintain such New Brand Assets in UL’s name. All actual, direct, out-of-pocket third party costs and expenses related to UL’s searching, prosecuting or otherwise obtaining, registering and maintaining the Licensed Marks shall be borne by Licensee to the extent that bearing such costs and expenses will neither result in excise tax penalties under Chapter 42 of the Code nor otherwise be reasonably likely to negatively impact the tax exempt status of Licensee. Without limiting UL’s obligations or Licensee’s rights hereunder, if UL fails to do any of the foregoing, Licensee may do so on UL’s behalf at Licensee’s cost and expense following written notice to UL, and in the name of UL (to the extent permitted by Applicable Law). Additionally, UL may not withdraw or abandon any application or registration of any of the Licensed Marks (including any New Brand Assets) without Licensee’s prior written consent, in Licensee’s commercially reasonable judgment.

Procurement and Maintenance of Trademark Registrations. As between UL and Licensee, UL shall have the sole right to, and shall use Reasonable Efforts to, register, prosecute and/or maintain each of the Licensed MarksMarks in those countries where it is practicable and advisable to do so. Licensee may request that UL register approved New Brand Assets that are Licensed Marks at anytime and anywhere in the Territory, and UL shall use Reasonable Efforts to procure, register and maintain such New Brand Assets in UL’s name. All actual, direct, out-of-pocket third party costs and expenses related to UL’s searching, prosecuting or otherwise obtaining, registering and maintaining the Licensed Marks shall be borne by Licensee to the extent that bearing such costs and expenses will neither result in excise tax penalties under Chapter 42 of the Code nor otherwise be reasonably likely to negatively impact the tax exempt status of Licensee. Without limiting UL’s obligations or Licensee’s rights hereunder, if UL fails to do any of the foregoing, Licensee may do so on UL’s behalf at Licensee’s cost and expense following written notice to UL, and in the name of UL (to the extent permitted by Applicable Law). Additionally, UL may not withdraw or abandon any application or registration of any of the Licensed Marks (including any New Brand Assets) without Licensee’s prior written consent, in Licensee’s commercially reasonable judgment.