Common use of Use of Licensed Marks Clause in Contracts

Use of Licensed Marks. A. Under the license and rights granted herein, Licensee is authorized to use the Licensed Marks only as provided in Article 2. B. Licensee shall comply with the Usage Guidelines with respect to the appearance and manner of use of the Licensed Marks. In using the Licensed Marks, Licensee shall indicate that the Licensed Marks are registered trademarks of GE. Any use of the Licensed Marks not specifically provided for by the Usage Guidelines (including any uses not contemplated by the Usage Guidelines, any uses in contravention of the Usage Guidelines and any clarifications of the Usage Guidelines) shall be adopted by Licensee only upon prior written approval by Licensor. C. Without limiting Section 5.B, all use of the Licensed Marks by Licensee hereunder shall be in accordance in all respects with the provisions of this Agreement, and with the Usage Guidelines. Licensee shall not: (i) unless otherwise approved in writing by Licensor in advance of such use, alter the Licensed Marks in any manner, including proportions, colors, elements, or otherwise; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; (ii) use the Licensed Marks in any manner that (a) disparages GE or its Affiliates, or their products or services, (b) infringes Licensor’s, GE’s or their Affiliates’ Intellectual Property rights, or (c) violates any applicable Laws; (iii) use the Licensed Marks in any manner that implies sponsorship or endorsement of Licensee or its products and services by Licensor, GE or their Affiliates; (iv) use the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other company’s name and/or Xxxx other than as permitted with respect to the Licensed Tagline in the form agreed upon in advance of any such use by Licensor in writing; (v) intentionally or negligently (a) commit or cause to be committed any illegal or unethical acts or (b) engage in any conduct that disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with Licensor, GE or any of their Affiliates, or their products or services, or the Licensed Marks or the rights of Licensor, GE and their Affiliates therein; or (vi) use the Licensed Marks in connection with any Licensed Products or Services or advertising, marketing, promotional or other materials that infringe, misappropriate or violate any Intellectual Property of any third party. D. Licensee shall comply with all applicable Laws pertaining to the Licensed Marks, including those pertaining to the proper use and designation of Licensed Marks and pertaining to the Commercialization, advertising, marketing and promotion of Products and Services. E. Licensee shall use its reasonable best efforts (taking into consideration among other things any adverse impact or consequences that might arise from Licensee’s continued use of the Licensed Marks) to cease use of the Licensed Marks upon notice from Licensor to Licensee that, in the good faith opinion of Licensor, such use of the Licensed Marks might result in any trademark liability on the part of either Licensor, GE or their Affiliates or Licensee or a challenge to any of the Licensed Marks. Licensee shall comply fully and promptly with all guidelines provided to Licensee from time to time by Licensor for the purpose of distinguishing the Licensor’s Marks and preventing confusion of itself and another entity. F. Licensee shall supply Licensor with such information as Licensor may reasonably request in order for Licensor to acquire, maintain and renew registrations of the Licensed Marks, to record this Agreement, to enter Licensee as a registered or authorized users of the Licensed Marks or for any purpose reasonably related to Licensor’s maintenance and protection of the Licensed Marks (including information concerning sales and other dispositions of Products and Services that are required in connection with the foregoing). Licensee shall fully cooperate with Licensor’s reasonable requests in the execution, filing, and prosecution of any registration of a Xxxx or copyright relating to the Licensed Marks that Licensor may desire to obtain. For the foregoing purpose, Licensee shall supply to Licensor such samples, labels, letterheads and other similar materials bearing the Licensed Marks as may be reasonably required by Licensor. G. Licensor and GE retain the sole right to protect at their sole discretion the Licensed Marks, including deciding whether and how to file and prosecute applications to register the Licensed Marks, whether to abandon such applications or registrations, and whether to discontinue payment of any maintenance or renewal fees with respect to any such registrations. Notwithstanding anything to the contrary in Article 2, Licensee will not use the Licensed Marks, nor may any particular Product or Service be Commercialized, marketed, advertised, or promoted (i) in any jurisdiction where the Licensed Marks have not been registered in the relevant Xxxx class(es) for Products and Services, until an appropriate Xxxx search has been conducted and an application to register the particular Licensed Xxxx in the relevant Xxxx class(es) for Products and Services has been filed in such jurisdiction, or Licensor determines in good faith on the advice of its trademark counsel that (a) it would be preferable not to seek to register such Licensed Xxxx in such jurisdiction but that there is no material impediment to the use of such Licensed Xxxx therein or (b) use of such Licensed Xxxx without registration is not likely to adversely affect Licensor’s rights in and to such Licensed Xxxx in such jurisdiction, and (ii) in a jurisdiction where entry of Licensee as a registered or authorized users is required by Law, prior to the execution of an appropriate registered user agreement or similar agreement and the filing thereof with the appropriate governmental agency. In the event that Licensee desires to Commercialize, market, advertise or promote any Product or Service under a Licensed Xxxx in any jurisdiction where such Licensed Xxxx has not been registered in the relevant Xxxx class(es), Licensee shall provide prior written notice thereof to Licensor and Licensee shall pay all reasonable, preapproved, documented costs for the Xxxx search and for any application to register such Licensed Xxxx in such jurisdiction. Not in limitation of the foregoing or Licensor’s rights hereunder (including pursuant to Articles 7 and 8), in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are not registered in the appropriate Xxxx class(es) for Products and Services, Licensor at its sole discretion shall have the option to require such registration at Licensee’s expense. GE will own all right, title and interest in and to any and all registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Date. H. Other than with the prior written consent of Licensor, to be granted or withheld in Licensor’s sole discretion, Licensee shall not enter into any agreements relating to the placement of paid listings for “keyword” or similar Website searches that consist of any of the Licensed Marks either alone or in combination with other words or phrases. Upon expiration or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to Website search terms and keywords that include the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable, in which case Licensee shall terminate such agreements.

Use of Licensed Marks. A. 4.1 Under the license and rights granted herein, Licensee is authorized to use the Licensed Marks only as provided in Article Section 2, and only if TMP used the Licensed Marks in such manner immediately prior to the Effective Date. B. 4.2 Licensee shall comply with the Usage Guidelines rules and practices set forth from time to time by Licensor with respect to the appearance and manner of use of the Licensed Marks, including such rules and practices set forth in GE's Brand Central Guidelines located at xxxx://xxx.xxxxxxxxxxxxxx.xxx/brand/design_library/, which rules and practices are provided or otherwise made available to the Licensee in written or electronic form. In using the Licensed Marks, Licensee shall indicate that the Licensed Marks are registered trademarks of GE, and conspicuously state in connection with all uses of the Licensed Marks that the business of TMP and the Products are no longer provided by GE or its Affiliates. Any use of the Licensed Marks not specifically provided for by the Usage Guidelines such rules and practices (including any uses not contemplated by the Usage Guidelinessuch rules and practices, any uses in contravention of the Usage Guidelines such rules and practices and any clarifications of the Usage Guidelinessuch rules and practices) shall be adopted by Licensee only upon prior written approval by Licensor. C. Without limiting Section 5.B, all use of the Licensed Marks by Licensee hereunder shall be in accordance in all respects with the provisions of this Agreement, and with the Usage Guidelines. Licensee shall not: (i) unless otherwise approved in writing by Licensor in advance of such use, alter the Licensed Marks in any manner, including proportions, colors, elements, or otherwise; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; (ii) use the Licensed Marks in any manner that (a) disparages GE or its Affiliates, or their products or services, (b) infringes Licensor’s, GE’s or their Affiliates’ Intellectual Property rights, or (c) violates any applicable Laws; (iii) use the Licensed Marks in any manner that implies sponsorship or endorsement of Licensee or its products and services by Licensor, GE or their Affiliates; (iv) use the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other company’s name and/or Xxxx other than as permitted with respect to the Licensed Tagline in the form agreed upon in advance of any such use by Licensor in writing; (v) intentionally or negligently (a) commit or cause to be committed any illegal or unethical acts or (b) engage in any conduct that disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with Licensor, GE or any of their Affiliates, or their products or services, or the Licensed Marks or the rights of Licensor, GE and their Affiliates therein; or (vi) use the Licensed Marks in connection with any Licensed Products or Services or advertising, marketing, promotional or other materials that infringe, misappropriate or violate any Intellectual Property of any third party. D. 4.3 Licensee shall comply with all applicable Laws pertaining to the Licensed Marks, including those pertaining to the proper use and designation of Licensed Marks and pertaining to the Commercializationoffering, advertisingmanufacture, marketing distribution, promotion and promotion sale of Products and ServicesProducts. E. 4.4 Licensee shall use its reasonable best efforts (taking into consideration among other things any adverse impact or consequences that might arise from Licensee’s continued use of the Licensed Marks) to immediately cease use of the Licensed Marks upon notice from Licensor to Licensee that, in the good faith opinion of Licensor, such use of the Licensed Marks might result in any trademark liability on the part of an adverse claim against either Licensor, GE or their Affiliates or Licensee or a challenge to any of the Licensed MarksLicensee. Licensee shall comply fully and promptly with all guidelines provided to Licensee adopted from time to time by Licensor for the purpose of distinguishing the Licensor’s Licensed Marks and preventing confusion of itself and another entity, which the Licensor provides Licensee written notice of. F. 4.5 If, in the sole discretion of Licensor, it is required or advisable for the purpose of making this Agreement enforceable, or for the purpose of maintaining, enhancing or protecting Licensor's rights in the Licensed Marks in some countries, to record this Agreement or to enter Licensee as a registered or authorized user of the Licensed Marks, Licensor will attend (at Licensee's reasonable expense) to such recording or entry. Licensee shall promptly execute and deliver to Licensor such additional instruments or documentation as Licensor may reasonably request, including execution and delivery of substitute or short-form license agreements with terms consistent with (and to the extent legally permissible in the applicable jurisdiction, identical to) this Agreement for recordation or registration in specified countries in the event that this Agreement shall be deemed by Licensor to be unsuitable for recordation or entry in such countries. The terms and conditions of this Agreement (and not the terms and conditions of such substitute or short-form license agreements entered into for recording or entry purposes) shall be binding between Licensor and Licensee throughout the world and shall govern and control any controversy that may arise with respect to each party's rights and obligations hereunder; provided, however, that if specific terms and conditions of any such substitute or short-form license agreement differ from the comparable terms and conditions of this Agreement and only if enforcement of the comparable terms and conditions of this Agreement pursuant to this provision either would be uncertain or improper under the Laws of the applicable country or would adversely affect Licensor's rights in and to the Licensed Marks in such country, then the specific terms and conditions of the substitute or short-form license agreement shall be controlling in such country. 4.6 Licensee shall supply Licensor with such information concerning sales and other dispositions of Products as Licensor may reasonably request in order for Licensor to acquire, maintain and renew registrations of the Licensed Marks, to record this Agreement, to enter Licensee as a registered or authorized users user of the Licensed Marks or for any purpose reasonably related to Licensor’s 's maintenance and protection of the Licensed Marks (including information concerning sales and other dispositions of Products and Services that are required in connection with the foregoing)Marks. Licensee shall fully cooperate with Licensor’s 's reasonable requests in the execution, filing, and prosecution of any registration of a Licensed Xxxx or copyright relating to the Licensed Marks that Licensor may desire to obtain. For the foregoing purpose, Licensee shall supply to Licensor such samples, labels, letterheads and other similar materials bearing the Licensed Marks as may be reasonably required by Licensor. G. Licensor and GE retain the sole right to protect at their sole discretion the Licensed Marks, including deciding whether and how to file and prosecute applications to register the Licensed Marks, whether to abandon such applications or registrations, and whether to discontinue payment of any maintenance or renewal fees with respect to any such registrations. 4.7 Notwithstanding anything to the contrary in Article 2Section 2.1, Licensee will not use the Licensed Marks, nor may any particular Product or Service be Commercialized, marketed, advertiseddistributed, offered for sale, sold, or promoted otherwise commercialized: (i) in any jurisdiction where the Licensed Marks have not been registered in the relevant Xxxx class(es) for Products and Servicesregistered, until an appropriate Xxxx search has been conducted (at Licensee's expense) and an application to register the particular Licensed Xxxx in the relevant Xxxx class(es) for Products and Services has been filed in such jurisdictionjurisdiction (at Licensee's expense), or Licensor determines in good faith on the advice of its trademark counsel that (a) it would be preferable not to seek to register such Licensed Xxxx in such jurisdiction but that there is no material impediment to the use of such Licensed Xxxx therein therein, or (b) Licensor determines in good faith on advice of its trademark counsel that use of such Licensed Xxxx without registration is not likely to adversely affect Licensor’s 's rights in and to such Licensed Xxxx in such jurisdiction, ; and (ii) in a jurisdiction where entry of Licensee as a registered or authorized users user is required by Law, prior to the execution of an appropriate registered user agreement or similar agreement and the filing thereof with the appropriate governmental agency. In the event that Licensee desires to Commercialize, market, advertise or promote any Product or Service under a Licensed Xxxx in any jurisdiction where such Licensed Xxxx has not been registered in the relevant Xxxx class(es), Licensee shall provide prior written notice thereof to Licensor and Licensee shall pay all reasonable, preapproved, documented costs for the Xxxx search and for any application to register such Licensed Xxxx in such jurisdiction. Not in limitation of the foregoing or Licensor’s rights hereunder (including pursuant to Articles 7 and 8)foregoing, in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are not registered in the appropriate Xxxx class(es) for Products and ServicesProducts, Licensor at its sole discretion shall have the option to require such registration at Licensee’s 's expense. GE Licensor will own all right, title and interest in and to any and all registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Date. H. Other than with the prior written consent of Licensor, to be granted or withheld in Licensor’s sole discretion, 4.8 Licensee shall not enter into any agreements relating to the placement of paid listings for “keyword” or similar Website searches that consist of any of the Licensed Marks either alone or in combination with other words or phrases. Upon expiration or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to Website search terms and keywords key words that include the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable, in which case Licensee shall terminate such agreements.

Use of Licensed Marks. A. Under (a) Subject to the terms and conditions of this Agreement, McLeod hereby grants to the Directory Publisher a personal, non-xxxxxxerable (except as permitted under Section 11.3), non-sublicensable license and rights granted herein, Licensee is authorized to use the Licensed Marks only as provided during the term of this Agreement in Article 2. B. Licensee shall comply connection with the Usage Guidelines with business of the publication and distribution of, and the sale of advertising in, the Directories. For purposes of this Agreement, the "Licensed Marks" refer exclusively to the McLeod, McLeodUSA and McLeod USA trademarks, trade names and serxxxx xarks that are thx xxxxect of the Registrations and to the stylized yellow star that is referenced in certain of such trademarks (the "McLeod Star"). The license to the Licensed Marks is nonexclusive xxxx respect to the appearance and manner of use all uses of the Licensed MarksMarks except for the publication of white page and yellow page directories, in connection with which the Directory Publisher is granted an exclusive license for the term of this Agreement. In using The license granted in this Section 6.1 only extends to the Licensed Marks, Licensee shall indicate that the Licensed Marks are registered trademarks of GE. Any use of the Licensed Marks not specifically provided for by in connection with the Usage Guidelines (including any uses not contemplated by the Usage Guidelines, any uses in contravention business of the Usage Guidelines publication and any clarifications distribution of, and sale of advertising in, the Usage Guidelines) shall be adopted Directories, where such use is approved by Licensee only upon prior written approval by Licensor. C. Without limiting Section 5.B, all use of the Licensed Marks by Licensee hereunder shall be McLeod and in accordance with such approval. To the extent that XxXxxx engages in all respects with the provisions publication of white page and yellow page xxxxxxories pursuant to the terms of Section 10.2 during the term of this Agreement, and with the Usage Guidelines. Licensee shall not: (i) unless otherwise approved in writing by Licensor in advance of such use, alter the Licensed Marks in any manner, including proportions, colors, elements, or otherwise; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; (ii) it will not use the Licensed Marks in connection with the marketing or publication of such directories in any manner that (a) disparages GE or its Affiliates, or their products or services, markets in which the Directory Publisher publishes competing directories. (b) infringes Licensor’sThroughout the term of this Agreement and for any renewals and extensions thereof, GE’s or their Affiliates’ Intellectual Property rights, or (c) violates any applicable Laws; (iii) the Directory Publisher shall be obligated to use the Licensed Marks in any manner that implies sponsorship or endorsement connection with the business of Licensee or its products the publication and services by Licensordistribution of, GE or their Affiliates; (iv) use and sale of advertising in, Directories, except as otherwise provided under this Agreement. Other than in connection with publishing and distribution of, and sale of advertising in, Directories, the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other company’s name and/or Xxxx other than as permitted with respect to the Licensed Tagline in the form agreed upon in advance of any such use by Licensor in writing; (v) intentionally or negligently (a) commit or cause to be committed any illegal or unethical acts or (b) engage in any conduct that disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with Licensor, GE or any of their Affiliates, or their products or services, or the Licensed Marks or the rights of Licensor, GE and their Affiliates therein; or (vi) Directory Publisher may not use the Licensed Marks in connection with any Licensed Products service or Services product, including without limitation any telecommunications services, Internet services (except for Internet directories specifically approved in writing by the Telephone Company) or advertising, marketing, promotional or other materials that infringe, misappropriate or violate any Intellectual Property of any third partycable services. D. Licensee shall comply with all applicable Laws pertaining (c) The Telephone Company also grants to the Licensed MarksDirectory Publisher a personal, including those pertaining to the proper use and designation of Licensed Marks and pertaining to the Commercialization, advertising, marketing and promotion of Products and Services. E. Licensee shall use its reasonable best efforts (taking into consideration among other things any adverse impact or consequences that might arise from Licensee’s continued use of the Licensed Marks) to cease use of the Licensed Marks upon notice from Licensor to Licensee that, in the good faith opinion of Licensor, such use of the Licensed Marks might result in any trademark liability on the part of either Licensor, GE or their Affiliates or Licensee or a challenge to any of the Licensed Marks. Licensee shall comply fully and promptly with all guidelines provided to Licensee from time to time by Licensor for the purpose of distinguishing the Licensor’s Marks and preventing confusion of itself and another entity. F. Licensee shall supply Licensor with such information as Licensor may reasonably request in order for Licensor to acquire, maintain and renew registrations of the Licensed Marks, to record this Agreement, to enter Licensee as a registered or authorized users of the Licensed Marks or for any purpose reasonably related to Licensor’s maintenance and protection of the Licensed Marks (including information concerning sales and other dispositions of Products and Services that are required in connection with the foregoing). Licensee shall fully cooperate with Licensor’s reasonable requests in the execution, filing, and prosecution of any registration of a Xxxx or copyright relating to the Licensed Marks that Licensor may desire to obtain. For the foregoing purpose, Licensee shall supply to Licensor such samples, labels, letterheads and other similar materials bearing the Licensed Marks as may be reasonably required by Licensor. G. Licensor and GE retain the sole right to protect at their sole discretion the Licensed Marks, including deciding whether and how to file and prosecute applications to register the Licensed Marks, whether to abandon such applications or registrations, and whether to discontinue payment of any maintenance or renewal fees with respect to any such registrations. Notwithstanding anything to the contrary in Article 2, Licensee will not use the Licensed Marks, nor may any particular Product or Service be Commercialized, marketed, advertised, or promoted (i) in any jurisdiction where the Licensed Marks have not been registered in the relevant Xxxx class(es) for Products and Services, until an appropriate Xxxx search has been conducted and an application to register the particular Licensed Xxxx in the relevant Xxxx class(es) for Products and Services has been filed in such jurisdiction, or Licensor determines in good faith on the advice of its trademark counsel that (a) it would be preferable not to seek to register such Licensed Xxxx in such jurisdiction but that there is no material impediment to the use of such Licensed Xxxx therein or (b) use of such Licensed Xxxx without registration is not likely to adversely affect Licensor’s rights in and to such Licensed Xxxx in such jurisdiction, and (ii) in a jurisdiction where entry of Licensee as a registered or authorized users is required by Law, prior to the execution of an appropriate registered user agreement or similar agreement and the filing thereof with the appropriate governmental agency. In the event that Licensee desires to Commercialize, market, advertise or promote any Product or Service under a Licensed Xxxx in any jurisdiction where such Licensed Xxxx has not been registered in the relevant Xxxx class(es), Licensee shall provide prior written notice thereof to Licensor and Licensee shall pay all reasonable, preapproved, documented costs for the Xxxx search and for any application to register such Licensed Xxxx in such jurisdiction. Not in limitation of the foregoing or Licensor’s rights hereunder (including pursuant to Articles 7 and 8), in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are not registered in the appropriate Xxxx class(es) for Products and Services, Licensor at its sole discretion shall have the option to require such registration at Licensee’s expense. GE will own all right, title and interest in and to any and all registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Date. H. Other than with the prior written consent of Licensor, to be granted or withheld in Licensor’s sole discretion, Licensee shall not enter into any agreements relating to the placement of paid listings for “keyword” or similar Website searches that consist of any of the Licensed Marks either alone or in combination with other words or phrases. Upon expiration or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to Website search terms and keywords that include the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable, in which case Licensee shall terminate such agreementstransferable (except as permitted under Section 11.

Use of Licensed Marks. A. Under Without limiting any other provision of this Agreement, the license terms of this Section 6 shall apply equally to Licensee and rights granted hereinto all permitted sublicensees of Licensee, Licensee is authorized to use and the Licensed Marks only as provided substance thereof must be contained in Article 2any proposed sublicense agreement. B. 6.01 Licensee shall comply comply, within a period not to exceed thirty (30) days, with the Usage Guidelines conditions set forth by Licensor, in writing, from time to time, with respect to the nature, style, appearance and manner of use of the Licensed Marks. In using the Licensed Marks, Licensee shall indicate that the Licensed Marks are registered trademarks of GE. Any may not make any use of the Licensed Marks that is not specifically provided in compliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensor may, at its option, require that Licensee, at Licensee’s cost, place a notice or notices acceptable to Licensor of Licensor’s registration of the Licensed Marks. 6.02 Upon Licensor’s written request, Licensee shall provide Licensor, for prior approval, copies of all advertising, promotional, public relations and marketing materials containing any of the Licensed Marks (“Marketing Materials”) prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of such Marketing Materials, and any disapproval shall specify the basis for such disapproval. In the event that Licensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved. In the event that Licensor notifies Licensee in writing that it disapproves of any particular Marketing Materials, whether or not they had been previously submitted to Licensor for approval or approved by Licensor, Licensee shall promptly phase out and cease such usage. 6.03 Licensee agrees not to use any of the Usage Guidelines (including Licensed Marks in connection with any uses other trademark or service xxxx not contemplated owned by Licensor without the Usage Guidelinesexpress written permission of Licensor. If the foregoing is permitted by Licensor, any uses in contravention of the Usage Guidelines and any clarifications of the Usage Guidelines) combined or composite trademark shall be adopted jointly owned by Licensor and Licensee only upon prior written approval by Licensoror its affiliate. C. Without limiting Section 5.B, all 6.04 Licensor has approved the overall “look and feel” of Licensee’s website and Licensee’s use of the Licensed Marks by Licensee hereunder shall be in accordance in all respects with the provisions of this Agreement, and with the Usage Guidelinesconnection therewith. Licensee shall not: (i) unless otherwise approved be allowed to alter or amend its website in writing by Licensor the normal course of business. Should Licensee wish to change the overall “look and feel” of the website, or the manner in advance of such use, alter which the Licensed Marks are used in any manner, including proportions, colors, elementsconnection therewith, or otherwise; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; (ii) use the Licensed Marks in any manner that (a) disparages GE or its Affiliates, or their products or services, (b) infringes Licensor’s, GE’s or their Affiliates’ Intellectual Property rights, or (c) violates any applicable Laws; (iii) use the Licensed Marks in any manner that implies sponsorship or endorsement of if Licensee or its products and services by Licensor, GE or their Affiliates; (iv) use the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other company’s name and/or Xxxx other than as permitted with respect wishes to the Licensed Tagline in the form agreed upon in advance of any such use by Licensor in writing; (v) intentionally or negligently (a) commit or cause to be committed any illegal or unethical acts or (b) engage in any conduct that disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with Licensor, GE or any of their Affiliates, or their products or services, or the Licensed Marks or the rights of Licensor, GE and their Affiliates therein; or (vi) use the Licensed Marks in connection with any Licensed Products or Services or advertising, marketing, promotional or other materials that infringe, misappropriate or violate any Intellectual Property of any third party. D. Licensee shall comply with all applicable Laws pertaining to the Licensed Marks, including those pertaining to the proper use and designation of Licensed Marks and pertaining to the Commercialization, advertising, marketing and promotion of Products and Services. E. Licensee shall use its reasonable best efforts (taking into consideration among other things any adverse impact or consequences that might arise from Licensee’s continued use of the Licensed Marks) to cease use of the Licensed Marks upon notice from Licensor to Licensee that, in the good faith opinion of Licensor, such use of the Licensed Marks might result in any trademark liability on the part of either Licensor, GE or their Affiliates or Licensee or a challenge to any of the Licensed Marks. Licensee shall comply fully and promptly with all guidelines provided to Licensee from time to time by Licensor for the purpose of distinguishing the Licensor’s Marks and preventing confusion of itself and another entity. F. Licensee shall supply Licensor with such information as Licensor may reasonably request in order for Licensor to acquire, maintain and renew registrations of the Licensed Marks, to record this Agreement, to enter Licensee as a registered or authorized users of the Licensed Marks or for any purpose reasonably related to Licensor’s maintenance and protection of the Licensed Marks (including information concerning sales and other dispositions of Products and Services that are required in connection with the foregoing). Licensee shall fully cooperate with Licensor’s reasonable requests in the execution, filing, and prosecution of any registration of a Xxxx or copyright relating to the Licensed Marks that Licensor may desire to obtain. For the foregoing purposeadditional websites, Licensee shall supply submit the same to Licensor such samples, labels, letterheads and other similar materials bearing the Licensed Marks as may be reasonably required by Licensor. G. Licensor and GE retain the sole right to protect at their sole discretion the Licensed Marks, including deciding whether and how to file and prosecute applications to register the Licensed Marks, whether to abandon such applications or registrations, and whether to discontinue payment of any maintenance or renewal fees with respect to any such registrations. Notwithstanding anything to the contrary in Article 2, Licensee will not use the Licensed Marks, nor may any particular Product or Service be Commercialized, marketed, advertised, or promoted (i) in any jurisdiction where the Licensed Marks have not been registered in the relevant Xxxx class(es) for Products and Services, until an appropriate Xxxx search has been conducted and an application to register the particular Licensed Xxxx in the relevant Xxxx class(es) for Products and Services has been filed in such jurisdiction, or Licensor determines in good faith on the advice of its trademark counsel that (a) it would be preferable not to seek to register such Licensed Xxxx in such jurisdiction but that there is no material impediment to the use of such Licensed Xxxx therein or (b) use of such Licensed Xxxx without registration is not likely to adversely affect Licensor’s rights in and to such Licensed Xxxx in such jurisdiction, and (ii) in a jurisdiction where entry of Licensee as a registered or authorized users is required by Law, prior to the execution of an appropriate registered user agreement or similar agreement and the filing thereof with the appropriate governmental agency. In the event that Licensee desires to Commercialize, market, advertise or promote any Product or Service under a Licensed Xxxx in any jurisdiction where such Licensed Xxxx has not been registered in the relevant Xxxx class(es), Licensee shall provide prior written notice thereof to Licensor and Licensee shall pay all reasonable, preapproved, documented costs for the Xxxx search and for any application to register such Licensed Xxxx in such jurisdiction. Not in limitation of the foregoing or Licensor’s rights hereunder (including pursuant to Articles 7 and 8), in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are not registered in the appropriate Xxxx class(es) for Products and Services, Licensor at its sole discretion shall have the option to require such registration at Licensee’s expense. GE will own all right, title and interest in and to any and all registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Dateapproval. H. Other than with the prior written consent of Licensor, to be granted or withheld in Licensor’s sole discretion, Licensee shall not enter into any agreements relating to the placement of paid listings for “keyword” or similar Website searches that consist of any of the Licensed Marks either alone or in combination with other words or phrases. Upon expiration or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to Website search terms and keywords that include the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable, in which case Licensee shall terminate such agreements.

Use of Licensed Marks. A. Under (a) As of the license Closing Date, the Buyer agrees to grant, and rights granted hereinhereby does grant, Licensee is authorized to the Sellers and the Excluded Subsidiaries a personal, non-exclusive, non-transferable, non-sublicenseable and royalty-free license, for a term of 120 days commencing on the Closing Date, to use the Licensed Marks only as provided in Article 2. B. Licensee shall comply with the Usage Guidelines with respect to Licensed Territories solely for the appearance and manner limited purpose of winding down the use of the Licensed Marks. In using the Licensed Marks, Licensee shall indicate that the Licensed Marks are registered trademarks of GE. Any use each of the Licensed Marks not specifically provided for in the conduct of the businesses of the Sellers in the Licensed Territories, solely in connection with business activities and products and services in existence, and in the manner conducted and used in such businesses, in each case as of the Closing Date or the limited purpose of identifying assets retained by the Usage Guidelines Sellers for the purpose of maximizing the proceeds therefor (including any uses not contemplated by the Usage Guidelines, any uses in contravention of the Usage Guidelines and any clarifications of the Usage Guidelines) shall be adopted by Licensee only upon prior written approval by Licensor"Transitional Use"). C. Without limiting Section 5.B(b) The Sellers acknowledge, all use of the Licensed Marks by Licensee hereunder shall be in accordance in all respects with the provisions of this Agreement, agree and with the Usage Guidelines. Licensee shall notcovenant that: (i) unless otherwise approved in writing by Licensor in advance as of such usethe Closing Date, alter the Licensed Marks and the goodwill associated therewith are the exclusive and valuable intellectual property of the Buyer, and none of the Sellers shall challenge the validity or enforceability of any Licensed Mxxx or the Buyer's ownership thereof in any manner, including proportions, colors, elements, form or otherwisemanner in any jurisdiction; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; and (ii) none of the Sellers shall knowingly use the Licensed Marks in any manner that (a) disparages GE likely to impair the validity or its Affiliatesenforceability, or their products or services, (b) infringes Licensor’s, GE’s or their Affiliates’ Intellectual Property rights, or (c) violates any applicable Laws; (iii) use diminish the value of the Licensed Marks in any manner that implies sponsorship or endorsement of Licensee or its products and services by Licensor, GE or their Affiliates; (iv) use the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other company’s name and/or Xxxx other than as permitted with respect to the Licensed Tagline in the form agreed upon in advance of any such use by Licensor in writing; (v) intentionally or negligently (a) commit or cause to be committed any illegal or unethical acts or (b) engage in any conduct that disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with Licensor, GE or any of their AffiliatesBuyer, or their products otherwise dilute, tarnish, disparage or services, reflect adversely on the Buyer or the Licensed Marks or the rights of Licensor, GE and their Affiliates therein; or (vi) use the Licensed Marks in connection with any Licensed Products or Services or advertising, marketing, promotional or other materials that infringe, misappropriate or violate any Intellectual Property of any third party. D. Licensee shall comply with all applicable Laws pertaining to the Licensed Marks, including those pertaining in each case in any jurisdiction (it being understood that the conduct of business by the Excluded Subsidiaries in a manner consistent with the manner in which such business was conducted prior to the proper use and designation Closing shall not constitute a breach of Licensed Marks and pertaining to the Commercialization, advertising, marketing and promotion of Products and Servicesthis Section 6.19). E. Licensee shall use its reasonable best efforts (taking into consideration among other things c) Except as expressly provided in this Section 6.19, the Sellers are not granted any adverse impact rights in any Licensed Mxxx, or consequences any goodwill therein or related thereto. The Sellers hereby acknowledge, agree and covenant that might arise from Licensee’s continued use (i) all goodwill arising out of the Licensed Marks) to cease Sellers' use of the Licensed Marks upon notice from Licensor shall inure exclusively to Licensee thatthe Buyer, and (ii) all goodwill in the Licensed Marks that may be held by the Sellers notwithstanding the foregoing hereby is assigned to the Buyer without any further action by any party, and the Sellers shall cooperate with the Buyer to take any action reasonably necessary to effect such assignments, which shall be made without additional consideration. (d) The Sellers acknowledge that the Licensed Marks have established extremely valuable goodwill and reputation, and that it is of great importance to the Buyer that high standards and reputation of the Licensed Marks be maintained. Accordingly, in their operation of the good faith opinion of Licensor, such Sellers' businesses in the Licensed Territories and in their use of the Licensed Marks might result in any trademark liability on as permitted hereunder, the part of either Licensor, GE or their Affiliates or Licensee or a challenge to any of the Licensed Marks. Licensee Sellers shall comply fully and promptly with at all guidelines provided to Licensee from time to time by Licensor for the purpose of distinguishing the Licensor’s Marks and preventing confusion of itself and another entity. F. Licensee shall supply Licensor with such information as Licensor may reasonably request in order for Licensor to acquire, times maintain and renew registrations of the Licensed Marks, to record this Agreement, to enter Licensee as a registered or authorized users of the Licensed Marks or for any purpose reasonably related to Licensor’s maintenance and protection of the Licensed Marks (including information concerning sales and other dispositions of Products and Services high quality control standards that are required substantially equivalent to or stricter than those standards used by the Sellers in connection with the foregoing). Licensee shall fully cooperate with Licensor’s reasonable requests Sellers' business in the execution, filing, and prosecution of any registration of a Xxxx or copyright relating Licensed Territories prior to the Closing Date. The Sellers' rights under Section 6.19(a) hereof are limited to using the Licensed Marks in the identical style, typeface and graphic appearance in which such marks are used by the Sellers as of the Closing Date. (e) In the event that Licensor may desire the Sellers materially breach any of the terms of this Section 6.19, the license granted to obtain. For the foregoing purpose, Licensee shall supply to Licensor such samples, labels, letterheads and other similar materials bearing use the Licensed Marks as may be reasonably required shall terminate ten (10) days after issuance by Licensor. G. Licensor and GE retain the sole right to protect at their sole discretion Buyer of a notice specifying a breach of this Section 6.19 by the Licensed MarksSellers, including deciding whether and how to file and prosecute applications to register the Licensed Marksprovided that, whether to abandon such applications or registrations, and whether to discontinue payment of any maintenance or renewal fees with respect to any such registrations. Notwithstanding anything to breach that is curable, the contrary in Article 2, Licensee will not use the Licensed Marks, nor may any particular Product or Service be Commercialized, marketed, advertised, or promoted (i) in any jurisdiction where the Licensed Marks Sellers have not been registered in the relevant Xxxx class(escommenced steps to cure such breach within such ten (10) for Products day period and Services, until an appropriate Xxxx search has been conducted and an application to register the particular Licensed Xxxx in the relevant Xxxx class(esactually cured such breach within thirty (30) for Products and Services has been filed in days after such jurisdiction, or Licensor determines in good faith on the advice of its trademark counsel that (a) it would be preferable not to seek to register such Licensed Xxxx in such jurisdiction but that there is no material impediment to the use of such Licensed Xxxx therein or (b) use of such Licensed Xxxx without registration is not likely to adversely affect Licensor’s rights in and to such Licensed Xxxx in such jurisdiction, and (ii) in a jurisdiction where entry of Licensee as a registered or authorized users is required by Law, prior to the execution of an appropriate registered user agreement or similar agreement and the filing thereof with the appropriate governmental agency. In the event that Licensee desires to Commercialize, market, advertise or promote any Product or Service under a Licensed Xxxx in any jurisdiction where such Licensed Xxxx has not been registered in the relevant Xxxx class(es), Licensee shall provide prior written notice thereof to Licensor and Licensee shall pay all reasonable, preapproved, documented costs for the Xxxx search and for any application to register such Licensed Xxxx in such jurisdiction. Not in limitation of the foregoing or Licensor’s rights hereunder (including pursuant to Articles 7 and 8), in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are not registered in the appropriate Xxxx class(es) for Products and Services, Licensor at its sole discretion shall have the option to require such registration at Licensee’s expense. GE will own all right, title and interest in and to any and all registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Datenotice. H. Other than with the prior written consent of Licensor, to be granted or withheld in Licensor’s sole discretion, Licensee shall not enter into any agreements relating to the placement of paid listings for “keyword” or similar Website searches that consist of any of the Licensed Marks either alone or in combination with other words or phrases. Upon expiration or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to Website search terms and keywords that include the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable, in which case Licensee shall terminate such agreements.

Use of Licensed Marks. A. Under the license granted in Article II, LICENSEE and rights granted herein, Licensee is the PERMITTED SUBLICENSEES are authorized to use the Licensed Marks LICENSED MARKS only as provided in Article 2connection with PRODUCTS and SERVICES, including use in packaging, labeling, general publicity, advertising, instruction books and other literature relating to PRODUCTS and SERVICES. B. Licensee LICENSEE shall comply and shall cause the PERMITTED LICENSEES to comply with the Usage Guidelines rules and practices set forth from time to time by LICENSOR with respect to the appearance and manner of use of the Licensed MarksLICENSED MARKS including such rules and practices set forth in GE’s manual entitled GE Identity Program Manual. In using the Licensed MarksLICENSED MARKS, Licensee LICENSEE shall indicate and shall cause the PERMITTED LICENSEES to indicate that the Licensed Marks LICENSED MARKS are registered trademarks of GE. Any form of use of the Licensed Marks LICENSED MARKS not specifically provided for by the Usage Guidelines (including any uses not contemplated by the Usage Guidelines, any uses in contravention of the Usage Guidelines and any clarifications of the Usage Guidelines) such rules shall be adopted by Licensee LICENSEE only upon prior written approval in writing by LicensorLICENSOR. C. Without limiting Section 5.B, all use of LICENSEE shall comply and shall cause the Licensed Marks by Licensee hereunder shall be in accordance in all respects with the provisions of this Agreement, and with the Usage Guidelines. Licensee shall not: (i) unless otherwise approved in writing by Licensor in advance of such use, alter the Licensed Marks in any manner, including proportions, colors, elements, or otherwise; or animate, morph or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; (ii) use the Licensed Marks in any manner that (a) disparages GE or its Affiliates, or their products or services, (b) infringes Licensor’s, GE’s or their Affiliates’ Intellectual Property rights, or (c) violates any applicable Laws; (iii) use the Licensed Marks in any manner that implies sponsorship or endorsement of Licensee or its products and services by Licensor, GE or their Affiliates; (iv) use the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other company’s name and/or Xxxx other than as permitted with respect PERMITTED SUBLICENSEES to the Licensed Tagline in the form agreed upon in advance of any such use by Licensor in writing; (v) intentionally or negligently (a) commit or cause to be committed any illegal or unethical acts or (b) engage in any conduct that disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with Licensor, GE or any of their Affiliates, or their products or services, or the Licensed Marks or the rights of Licensor, GE and their Affiliates therein; or (vi) use the Licensed Marks in connection with any Licensed Products or Services or advertising, marketing, promotional or other materials that infringe, misappropriate or violate any Intellectual Property of any third party. D. Licensee shall comply with all applicable Laws pertaining to the Licensed Markslaws and regulations, including those pertaining to the proper use and designation of Licensed Marks trademarks in the LICENSED TERRITORY and pertaining to the Commercializationmanufacture, advertisingdistribution, marketing promotion and sale of PRODUCTS and the offering, rendering and promotion of Products and ServicesSERVICES in the LICENSED TERRITORY. E. Licensee D. LICENSEE shall use its reasonable best efforts (taking into consideration among other things any adverse impact or consequences that might arise from Licensee’s continued use of immediately cease, and shall cause the Licensed Marks) PERMITTED LICENSEES to immediately cease use of the Licensed Marks LICENSED MARKS upon notice from Licensor to Licensee thatLICENSOR under circumstances where, in the good faith sole opinion of LicensorLICENSOR, such use of the Licensed Marks LICENSED MARKS might result in any trademark liability on an adverse claim against either LICENSOR, GE, LICENSEE, and/or the part of either Licensor, GE or their Affiliates or Licensee or PERMITTED SUBLICENSEES by a challenge third party. LICENSEE agrees to any of the Licensed Marks. Licensee shall comply fully and promptly to cause the PERMITTED SUBLICENSEES to comply fully with all guidelines provided to Licensee adopted from time to time by Licensor LICENSOR or GE for the purpose of distinguishing the Licensor’s Marks its trademarks and preventing confusion of itself and another with any other entity. E. If, in the sole discretion of LICENSOR, it is required or advisable for the purpose of making this Agreement enforceable, or for the purpose of maintaining, enhancing, or protecting LICENSOR’s or GE’s rights in the LICENSED MARKS, to record this Agreement or to enter LICENSEE (and/or the PERMITTED SUBLICENSEE) as a registered or authorized user of the LICENSED MARKS, LICENSOR will attend (at LICENSEE’s expense) to such recording or entry. LICENSEE will execute and deliver, or cause the PERMITTED SUBLICENSEE to execute and deliver, to LICENSOR such additional instruments or documentation as LICENSOR may reasonably request, including without limitation execution and delivery of substitute or short-form license agreements, with terms consistent with this Agreement, for recordation or registration in specified countries in the event that this Agreement shall be deemed to be unsuitable for recordation or entry in such countries. The terms and conditions of this Agreement (and not the terms and conditions of such substitute or short-form license agreements entered into for recording or entry purposes) shall be binding between the parties throughout the world and shall govern and control any controversy that should arise with respect to each party’s rights and obligations hereunder; provided, however, that if specific terms and conditions of any such substitute or short-form agreement differ from the comparable terms and conditions of this Agreement and enforcement of the comparable terms and conditions of this Agreement pursuant to this provision either would be improper under the laws of the applicable country or would adversely affect LICENSOR or GE’s rights in and to the LICENSED MARKS in such country, then the specific terms and conditions of the substitute or short-form agreement shall be controlling in such country. F. Licensee LICENSEE shall supply Licensor supply, or shall cause the PERMITTED SUBLICENSEES to supply, LICENSOR with such information concerning sales and the like of PRODUCTS and SERVICES as Licensor LICENSOR may reasonably request to aid LICENSOR in order for Licensor to acquirethe acquisition, maintain maintenance, and renew renewal of registrations of the Licensed MarksLICENSED MARKS, to record this Agreement, to enter Licensee LICENSEE and/or the PERMITTED SUBLICENSEES as a registered or authorized users user of the Licensed Marks LICENSED MARKS, or for any purpose reasonably related to Licensor’s LICENSOR’S maintenance and protection of the Licensed Marks (including information concerning sales and other dispositions of Products and Services that are required in connection with the foregoing)LICENSED MARKS. Licensee LICENSEE shall fully cooperate cooperate, and shall cause all the PERMITTED SUBLICENSEES to fully cooperate, with Licensor’s reasonable requests LICENSOR in the execution, filing, and prosecution of any registration of a Xxxx trademark or copyright applications relating to the Licensed Marks LICENSED MARKS that Licensor LICENSOR may desire to obtain. For file and for that purpose LICENSEE shall supply, or shall cause the foregoing purposePERMITTED SUBLICENSEES to supply, Licensee shall supply to Licensor LICENSOR such samples, labelscontainers, letterheads labels and other similar materials bearing the Licensed Marks as may be reasonably required by LicensorLICENSOR. G. Licensor and GE retain the sole right to protect at their sole discretion the Licensed Marks, including deciding whether and how to file and prosecute applications to register the Licensed Marks, whether to abandon such applications or registrations, and whether to discontinue payment of any maintenance or renewal fees with respect to any such registrations. Notwithstanding anything to the contrary in Article 2, Licensee will not use the Licensed Marks, nor may any particular Product or Service be Commercialized, marketed, advertised, or promoted (i) in any jurisdiction where the Licensed Marks have not been registered in the relevant Xxxx class(es) for Products and Services, until an appropriate Xxxx search has been conducted and an application to register the particular Licensed Xxxx in the relevant Xxxx class(es) for Products and Services has been filed in such jurisdiction, or Licensor determines in good faith on the advice of its trademark counsel that (a) it would be preferable not to seek to register such Licensed Xxxx in such jurisdiction but that there is no material impediment to the use of such Licensed Xxxx therein or (b) use of such Licensed Xxxx without registration is not likely to adversely affect Licensor’s rights in and to such Licensed Xxxx in such jurisdiction, and (ii) in a jurisdiction where entry of Licensee as a registered or authorized users is required by Law, prior to the execution of an appropriate registered user agreement or similar agreement and the filing thereof with the appropriate governmental agency. In the event that Licensee desires to Commercialize, market, advertise or promote any Product or Service under a Licensed Xxxx in any jurisdiction where such Licensed Xxxx has not been registered in the relevant Xxxx class(es), Licensee shall provide prior written notice thereof to Licensor and Licensee shall pay all reasonable, preapproved, documented costs for the Xxxx search and for any application to register such Licensed Xxxx in such jurisdiction. Not in limitation of the foregoing or Licensor’s rights hereunder (including pursuant to Articles 7 and 8), in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are not registered in the appropriate Xxxx class(es) for Products and Services, Licensor at its sole discretion shall have the option to require such registration at Licensee’s expense. GE will own all right, title and interest in and to any and all registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Date. H. Other than with the prior written consent of Licensor, to be granted or withheld in Licensor’s sole discretion, Licensee shall not enter into any agreements relating to the placement of paid listings for “keyword” or similar Website searches that consist of any of the Licensed Marks either alone or in combination with other words or phrases. Upon expiration or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to Website search terms and keywords that include the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable, in which case Licensee shall terminate such agreements.