Common use of Restrictions and Additional Agreements with Respect to License Clause in Contracts

Restrictions and Additional Agreements with Respect to License. (a) Licensor, and its other licensees, shall have the right to use the Intellectual Property simultaneously with the use of the Intellectual Property by Licensees. Licensor does not warrant or represent that Licensees will have the sole and exclusive right to use the Intellectual Property. Other than as set forth in Section 2.3(b) and Section 2.4 herein, Licensor is not obliged to indemnify or reimburse Licensees for any expenses by Licensees in connection with Licensees’ use of the Intellectual Property. (b) Licensees’ license to use the Xxxx Intellectual Property shall terminate upon the earlier to occur of (i) in the event of a Change of Control, six months after receipt by the General Partner, on behalf of the Licensees, of written notice of termination from Licensor and (ii) termination of this Agreement. Licensees shall not thereafter use or otherwise exploit the Xxxx Intellectual Property and shall not use any name incorporating the “SunCoke” name or any derivation thereof that would reasonably be expected to be confused therewith (the “SunCoke Name”), or any other trade names, domain name, trade dress, trademark or service xxxx confusingly similar thereto, and each Licensee shall promptly assign and transfer its rights in any ownership of the trade names incorporating the SunCoke Name to Licensor and each Licensee shall adopt a new trade name that does not use any SunCoke Name. (c) Licensees’ license to use the Improvements shall terminate upon termination of this Agreement, provided, however that Licensees’ license shall survive any termination with respect to any Improvements (i) that have been materially implemented by Licensees prior to such termination or (ii) with respect to which Licensees have incurred material implementation expenses prior to such termination (the Improvements described in subclauses (i) and (ii), the “Implemented Improvements”). (d) Licensees’ right to use the Non-Xxxx Intellectual Property and the Implemented Improvements shall be perpetual and irrevocable and shall survive any termination or expiration of this Agreement and shall remain in full force and effect.

Restrictions and Additional Agreements with Respect to License. (a) Licensor, and its other licensees, shall have the right to use the Intellectual Property simultaneously with the use of the Intellectual Property by Licensees. Licensor does not warrant or represent that Licensees will have the sole and exclusive right to use the Intellectual Property. Other than as set forth in Section 2.3(b) and Section 2.4 2.5 herein, Licensor is not obliged to indemnify or reimburse Licensees for any expenses by Licensees in connection with Licensees’ use of the Intellectual Property. (b) Licensees’ license to use the Xxxx Intellectual Property shall terminate upon the earlier to occur of (i) in the event of a Change of ControlControl of the General Partner or the Partnership, six months after receipt by the General Partner, on behalf of the Licensees, of written notice of termination from Licensor and or (ii) termination of this Agreement. Licensees shall not thereafter use or otherwise exploit the Xxxx Intellectual Property and shall not use any name incorporating the “SunCokeBowie” name or any derivation thereof that would reasonably be expected to be confused therewith (the “SunCoke Bowie Name”), or any other trade names, domain name, trade dress, trademark or service xxxx confusingly similar thereto, and each Licensee shall promptly assign and transfer its rights in any ownership of the trade names incorporating the SunCoke Bowie Name to Licensor and each Licensee shall adopt a new trade name that does not use any SunCoke Bowie Name. (c) Licensees’ license to use the Improvements shall terminate upon termination of this Agreement, provided, however that Licensees’ license shall survive any termination with respect to any Improvements (i) that have been materially implemented by Licensees prior to such termination or (ii) with respect to which Licensees have incurred material implementation expenses prior to such termination (the Improvements described in subclauses (i) and (ii), the “Implemented Improvements”). (d) Licensees’ right to use the Non-Xxxx Intellectual Property and the Implemented Improvements shall be perpetual and irrevocable and shall survive any termination or expiration of this Agreement and shall remain in full force and effect.