Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 18 contracts
Samples: Investment Advisory Agreement (Baillie Gifford Funds), Investment Advisory Agreement (Baillie Gifford Funds), Investment Advisory Agreement (Baillie Gifford Funds)
Use of Name. The Adviser Advisor owns the name “Xxxxxxx Xxxxxxx Funds” "Sierra", which may be used by the Trust only with the consent of the AdviserAdvisor. The Adviser Advisor consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Sierra Prime Income Fund" or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve"Sierra", but only on condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) Sierra Investment Advisors Corporation is the Advisor of the Trust. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser Advisor to the Trust to use said the name and initials "Sierra" as part of a business or name is not exclusive of the right of the Adviser Advisor itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Advisor and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Advisor has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Advisor to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon party, (ii) the violation of any of its provisions by the Trust or (iii) termination of this Investment Advisor Agreement between the Advisor and the Trust, the Trust will, at the request of the Adviser made Advisor, within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Sierra" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Sierra" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Sierra" or any other reference to the AdviserAdvisor. Such covenants on the part of the Trust shall be binding upon it, its trustees, officersoffices, stockholders, creditors and all other persons claiming under or through it.
Appears in 6 contracts
Samples: Investment Advisory Agreement (Sierra Prime Income Fund), Investment Advisory Agreement (Sierra Prime Income Trust), Investment Advisory Agreement (Sierra Prime Income Fund)
Use of Name. (a) The Sub-Adviser owns hereby consents to the use of its name “Xxxxxxx Xxxxxxx Funds” and the names of its affiliates in the Fund's disclosure documents, shareholder communications, advertising, sales literature and similar communications ("Materials"), provided that the Adviser agrees to afford the Sub-Adviser the opportunity to review all such Materials which may be used by refer to the Trust only with the consent of the Sub-Adviser. The Adviser consents shall be permitted to use such Materials if the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Sub-Adviser shall does not reasonably object in writing approve, but only on condition and so long as within five (i5) business days after receipt thereof. In the event that this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name Agreement shall be used by the Trust at any time or in any place or terminated for any purposes reason, and in the event a new or under any conditions except as provided in this section. The foregoing authorization by the successor Agreement with Sub-Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to useconcluded, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, Trust understand that it/they must immediately take all steps necessary to delete the name "Invesco" from the Portfolio's names and any other reference in all materials (including the Adviser's website) and cease any and all use of the name "Invesco". The Sub-Adviser has the exclusive right so to authorize others to shall not use the same; name or any tradename, trademark, trade device, service xxxx, symbol or any abbreviation, contraction or simulation thereof of the Trust acknowledges and agrees that as between the Adviser and Adviser, the Trust, the Adviser has Fund or any of their affiliates in its marketing materials unless it first receives prior written approval of the exclusive right so to use, or authorize others to use, said name and initials Trust and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of Adviser. Notwithstanding the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Sub-Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change may list the name of the Trust so as to eliminate all reference, if any, Fund in materials provided to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing board of trustees of other mutual funds managed by the Sub-Adviser.
(b) It is understood that the name “Xxxxxxx Xxxxxxx” in of each party to this Agreement, and any form derivatives thereof or combination whatsoever, or designate itself as the same entity as or successor to an entity of such logos associated with that name, or otherwise is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the name “Xxxxxxx Xxxxxxx” names of the other parties (or any other reference derivative or logo) as appropriate and to the Adviser. Such covenants on the part of the Trust shall be binding upon itextent that continued use is not required by applicable laws, its trustees, officers, stockholders, creditors rules and all other persons claiming under or through itregulations.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Fidelity Rutland Square Trust II), Investment Sub Advisory Agreement (Fidelity Rutland Square Trust II), Investment Sub Advisory Agreement (Fidelity Rutland Square Trust II)
Use of Name. The Adviser owns the name “"Xxxxxxx Xxxxxxx Funds” " which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “"Xxxxxxx Xxxxxxx Funds” " or any other name embodying the name “"Xxxxxxx Xxxxxxx” " into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “"Xxxxxxx Xxxxxxx” " and will not thereafter transact any business in a name containing the name “"Xxxxxxx Xxxxxxx” " in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “"Xxxxxxx Xxxxxxx” " or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Baillie Gifford Funds), Investment Advisory Agreement (Baillie Gifford Funds), Investment Advisory Agreement (Baillie Gifford Funds)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsPartners Group” and any trademarks or derivatives thereof or logo associated therewith, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the Partners Group name and xxxx as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser’s business as investment manager (the “Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser or the Adviser’s Successor is a licensee of the Partners Group name and xxxx. The Fund agrees that it shall have no right to sublicense or assign rights to use the Partners Group name and xxxx, it shall acquire no interest in the Partners Group name and xxxx other than the rights granted herein and the Fund shall not challenge the validity of the Partners Group name and xxxx or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the Partners Group name and xxxx shall meet commercially reasonable standards of quality, as may be determined by the Adviser from time to time. At the Adviser’s reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to any trademark infringement action) the Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment management agreement shall no longer be in effect between the Adviser (or the Adviser’s Successor) and the Fund, or the Adviser no longer is a licensee of the Partners Group name and xxxx, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the current name of the Fund or any other name embodying indicating that it is advised by, managed by or otherwise connected with the Adviser (or the Adviser’s Successor). In no event shall the Fund use the Partners Group name and xxxx or any other name or xxxx confusingly similar thereto (including, but not limited to, any name or xxxx that includes the name “Xxxxxxx XxxxxxxPartners Group” into such forms as the Adviser shall in writing approve, but only on condition and so long as (ior “PG”) if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled Agreement or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as other investment management agreement between the Adviser (or the Adviser’s Successor) and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.
Appears in 4 contracts
Samples: Investment Management Agreement (Partners Group Private Income Opportunities, LLC), Investment Management Agreement (Partners Group Private Equity (Master Fund), LLC), Investment Management Agreement (Partners Group Private Real Estate (Master), LLC)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsRegistered Fund Solutions” and any trademarks or derivatives thereof or logo associated therewith, the Platform Manager hereby grants the Fund a non-exclusive right and sublicense to use the Registered Fund Solutions name and mxxx (i) as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other sponsor agreement between the Fund and the Platform Manager (or any organization which shall have succeeded to the Platform Manager’s business as sponsor (the “Platform Manager’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Platform Manager or the Platform Manager’s Successor is a licensee of the Registered Fund Solutions name and mxxx. The Fund agrees that it shall have no right to sublicense or assign rights to use the Registered Fund Solutions name and mxxx, it shall acquire no interest in the Registered Fund Solutions name and mxxx other than the rights granted herein and the Fund shall not challenge the validity of the Registered Fund Solutions name and mxxx or Registered Fund Solutions’ ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the Registered Fund Solutions name and mxxx shall meet commercially reasonable standards of quality, as may be determined by the Platform Manager from time to time. At the Platform Manager’s reasonable request, the Fund shall cooperate with the Platform Manager and shall execute and deliver any and all documents necessary to maintain the Registered Fund Solutions name and mxxx and protect (including, but not limited to any trademark infringement action) the Platform Manager and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other sponsor agreement shall no longer be in effect between the Platform Manager (or the Platform Manager’s Successor) and the Fund, or the Platform Manager no longer is a licensee of the Registered Fund Solutions name and mxxx, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the current name of the Fund or any other name embodying indicating that it is managed by or otherwise connected with the Platform Manager (or the Platform Manager’s Successor). In no event shall the Fund use the Registered Fund Solutions name and mxxx or any other name or mxxx confusingly similar thereto (including, but not limited to, any name or mxxx that includes the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (iRegistered Fund Solutions”) if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” Agreement or any other reference to sponsor agreement between the Adviser. Such covenants on Platform Manager (or the part of Platform Manager’s Successor) and the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.
Appears in 3 contracts
Samples: Platform Management Agreement (Infinity Core Alternative Fund), Platform Management Agreement (Infinity Core Alternative Fund), Platform Management Agreement (Aetna Multi-Strategy 1099 Fund)
Use of Name. The Adviser owns Manager hereby consents to the Trust being named the Brighthouse Funds Trust I. The Trust shall not use the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Brighthouse Funds Trust only with the consent I”, “Brighthouse”, and any of the Adviser. The Adviser consents other names of the Manager or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the use by the Trust business of the name “Xxxxxxx Xxxxxxx Funds” Manager or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or its affiliates in any place prospectus, sales literature or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser other material relating to the Trust to use said in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its name and initials as part that of a business its affiliates which merely refer in accurate terms to its appointment hereunder or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested which are required by the Adviser to give full effect to the provisions of this section (includingSEC or a state securities commission; and provided, without limiting the generality of the foregoingfurther, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of that in no event shall such termination or violation, approval be unreasonably withheld. The Manager shall not use its best efforts to change the name of the Trust so or any of its affiliates in any material relating to the Manager in any manner not approved prior thereto by the Trust; provided, however, that the Trust shall approve all uses of its name which merely refer in accurate terms to the appointment of the Manager hereunder or which are required by the SEC or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld. The Trust recognizes that from time to time directors, officers and employees of the Manager may serve as to eliminate all referencedirectors, if anytrustees, to partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoeverBrighthouse”, or designate itself any derivative or abbreviation thereof as the same entity as or successor to an entity part of such their name, and that the Manager or otherwise use the name “Xxxxxxx Xxxxxxx” its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any other reference to the Adviser. Such covenants on the part of reason, the Trust shall be binding upon it, its trustees, officers, stockholders, creditors cease within 30 days all use of the name and all other persons claiming under or through it.xxxx “Brighthouse Funds Trust I.”
Appears in 3 contracts
Samples: Management Agreement (Brighthouse Funds Trust I), Management Agreement (Brighthouse Funds Trust I), Management Agreement (Brighthouse Funds Trust I)
Use of Name. The Adviser owns parties agree and acknowledge that the Portfolio Manager is the sole owner of the name “Xxxxxxx Xxxxxxx Funds” which may be used and mark "Salomon Brxxxxrs Xxxxx Xxxxxxxxxx Inc." and that all use of any designation comprised in whole or in part of Salomon Brothers Asset Management Inc and use of any logos, trademarks, service marks or trade names (a "Portfolio Manager Mark") under this Xxxxement shall inure to the benefit of the Portfolio Manager. The use by the Trust only on its own behalf or on behalf of any Fund or of any Portfolio Manager Mark in any advertxxxxent or sales literature or other materials promoting a Fund shall be with the written consent of the Portfolio Manager. The Trust and Manager shall not, without the consent of the Adviser. The Adviser consents Portfolio Manager, make representations regarding the Portfolio Manager intended to be disseminated to the investing public in any disclosure document, advertisement or sales literature or other materials promoting any Fund. Such consent shall not be required for any documents or other materials intended for use by the Trust's trustees and for internal use by the Trust of and the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionManager. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials Manager and the Trust agrees agree they will review with the Portfolio Manager any advertisement, sales literature, or notice prior to take its use that makes reference to the Portfolio Manager or its affiliates or any such action as may reasonably be requested name(s), derivatives, logos, trademarks, service marks or trade names, it being understood that the Portfolio Manager shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the 1940 Act or other applicable laws and regulations. Consent by the Adviser Portfolio Manager to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation such use of any of its provisions Portfolio Manager Mark and any such xxxxesentation shall not be unreasonably withheld and shall be deemed to be given if no written objection is received by the Trust, Fund or the Manager within 10 business days after the request is made by the Trust, Fund or Manager for such use of any Portfolio Manager Mark or any such xxxxesentation. Upon termination of this Agreement for any reason, the Trust will, at and the request Manager shall cease all use of any Portfolio Manager Mark(s) as soon xx reasonably practicable. If the Manager or any Fund makes an unauthorized use of the Adviser made within six months after Portfolio Manager's names, derivatives, logos, trademarks, service marks or trade names, the Adviser has knowledge of such termination or violationparties acknowledge that the Portfolio Manager shall suffer irreparable hardship for which monetary damages are inadequate and thus, use its best efforts the Portfolio Manager will be entitled to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itinjunctive relief.
Appears in 3 contracts
Samples: Portfolio Management Agreement (Allianz Life of Ny Variable Account C), Portfolio Management Agreement (Allianz Life Variable Account B), Portfolio Management Agreement (Allianz Variable Insurance Products Trust)
Use of Name. The Trust, Adviser owns and Sub-Adviser acknowledge that all rights to the name “Xxxxxxx Xxxxxxx Funds” which may be used by "Shepherd Values" belong to the Adviser, and that the Trust only with is being granted a limited license to use such words in its Fund name or in any class name. In the consent of event the Adviser ceases to be the Adviser. The Adviser consents , the Trust's right to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying "Shepherd Values" shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name “Xxxxxxx Xxxxxxx” into such forms as may also be withdrawn by the Adviser shall in writing approve, but only on condition and so long as during the term of the Management Agreement upon ninety (i90) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization days' written notice by the Adviser to the Trust to use said name and initials as part of a business Trust. Nothing contained herein shall impair or name is not exclusive of diminish in any respect the Adviser's right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; name "Shepherd Values" in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust acknowledges and agrees that as between for the right to use these names. The Trust, Adviser and Sub-Adviser acknowledge that all rights to the name "Xxxxxxxx-Xxxxxxxxx" belong to the Sub-Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Sub-Adviser ceases to be the Sub-Adviser, the Trust, 's right to the use of the name "Xxxxxxxx-Xxxxxxxxx" shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by the Sub-Adviser has during the exclusive right so to use, or authorize others to use, said name and initials and term of the Trust agrees to take such action as may reasonably be requested Management Agreement upon ninety (90) days' written notice by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination . Nothing contained herein shall impair or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” diminish in any form or combination whatsoever, or designate itself as respect the same entity as or successor Sub-Adviser's right to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Xxxxxxxx-Xxxxxxxxx" in the name of, or in connection with, any other reference business enterprises with which the Sub-Adviser is or may become associated. There is no charge to the Adviser. Such covenants on Trust for the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itright to use these names.
Appears in 3 contracts
Samples: Interim Investment Sub Advisory Agreement (Ameriprime Funds), Investment Sub Advisory Agreement (Ameriprime Funds), Investment Sub Advisory Agreement (Ameriprime Insurance Trust)
Use of Name. The Adviser Manager owns the name “Xxxxxxx Xxxxxxx Funds” "Xxxxx Xxxxxxx," which may be used by the Trust only with the consent of the AdviserManager. The Adviser Manager consents to the use by the Trust of the name “Xxxxxxx "Xxxxx Xxxxxxx Funds” " or any other name embodying the name “Xxxxxxx "Xxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, ," but only on the condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) Xxxxx Xxxxxxx Associates, Inc. is the Manager of the Trust. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionsection provided. The foregoing authorization by the Adviser Manager to the Trust to use said the name and initials "Xxxxx Xxxxxxx" as a part of a business or name is not exclusive of the right of the Adviser Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Manager and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Manager has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon party, (ii) the violation of any of its provisions by the Trust or (iii) termination of this Investment Advisory Agreement between Xxxxx Xxxxxxx Associates, Inc. and the Trust, the Trust will, at the request of the Adviser Manager made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx "Xxxxx Xxxxxxx” " and will not thereafter transact any business in a name containing the name “Xxxxxxx "Xxxxx Xxxxxxx” " in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx "Xxxxx Xxxxxxx” " or any other reference to the AdviserManager. Such covenants on the part of the Trust shall be binding upon it, its trusteesTrustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Smith Breeden Trust), Investment Advisory Agreement (Smith Breeden Trust), Investment Advisory Agreement (Smith Breeden Trust)
Use of Name. The Adviser owns Subject to the name terms of this Agreement, for the duration of the Term, UCF Asset LLC (the “Xxxxxxx Xxxxxxx Funds” which may be used Licensor”) hereby grants to the Partnership, under any rights owned or controlled by the Trust only Licensor, a non-exclusive, non-transferable, non-sublicensable royalty-free license to use the marks “UC Asset”, “UCF Asset”, and derivations thereof (collectively, the “Marks”) as part of the Partnership’s name and in connection with the consent general operation of the AdviserPartnership using that name. The Adviser consents Partners acknowledge that the Licensor shall have the right to terminate the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust foregoing license at any time upon written notice, and that the Partnership shall cease all use of the Marks upon receipt of such notice of termination whether or not the Licensor has any rights in any place or for any purposes or under any conditions except as provided in this sectionthe Marks. The foregoing authorization by Licensor retains all rights, title, and interest in the Adviser Marks. All goodwill from the Partnership’s use of the Marks shall accrue to the Trust to use said name Licensor, and initials as part of a business at no time during the continuation or name is not exclusive upon dissolution of the Partnership shall any value be placed on the Partnership name, or the right of the Adviser itself to its use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all referencegoodwill, if any, attached thereto for any purposes, nor shall such name or the right to its use be considered an asset of the Partnership. The Partners agree not to challenge the Licensor’s rights in any of the Marks. The Partnership shall comply with all standards and conditions maintained by the Licensor in connection with all use of the Marks by the Partnership. All usage of the Marks by the Partnership shall include the appropriate trademark or service xxxx symbol as directed by the Licensor from time to time. The Licensor shall have the sole right, but not the obligation, to file in the appropriate government or other applicable offices of each country in the world, at its own expense, trademark and service xxxx and domain name applications for the Marks or any marks confusingly similar to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact Marks. No Partner shall, by virtue of its ownership of any business Unit, hold any right, title, or interest in a name containing or to the name “Xxxxxxx Xxxxxxx” Marks. Upon termination of the Partnership or the foregoing license for any reason, the Partnership shall have no right to use any of the Marks in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise manner and shall immediately cease all use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itMarks.
Appears in 3 contracts
Samples: Limited Partnership Agreement (UC Asset LP), Limited Partnership Agreement (UC Asset LP), Limited Partnership Agreement (UC Asset LP)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms (a) Except as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as specifically provided in this section. The foregoing authorization by the Adviser Section 12.3, nothing contained in this Agreement confers any right to the Trust either party hereto to use said name and initials as part of a business in advertising, publicity, or name is not exclusive other promotional activities any name, trade name, trademark, or other designation of the right of the Adviser itself to useother party hereto (including any contraction, abbreviation, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions simulation of this section (including, without limiting the generality any of the foregoing).
(b) The name of The Jxxxx Hxxxxxx University Applied Physics Laboratory LLC, the Trust agrees that, upon any termination of this Contract by either party The Jxxxx Hxxxxxx University or upon the violation of any of its provisions by the Trustconstituent parts, or any contraction thereof (collectively, the Trust will“JHU Names”), shall not be used for any purpose in any advertising, promotional literature, Web sites, electronic media applications, sales literature, fundraising documents, press releases, or other print or electronic communications, without prior written consent from an authorized representative of APL, or the respective institution, as applicable. Any request to make use of any names under the JHU Names shall be made at least fifteen (15) business days’ in advance of any proposed use and shall be made by written request.
(c) APL may disclose to all APL inventors or creators of APL IP licensed under Section 2.1 the request terms and conditions of this Agreement upon their request.
(d) APL may acknowledge to Third Parties the existence of this Agreement and the extent of the Adviser made within six months after Licenses granted to Licensee under Section 2.1, but APL shall not disclose the Adviser has knowledge financial terms of such termination or violationthis Agreement to Third Parties, use its best efforts except where APL is required by law to change do so. Licensee hereby grants APL permission to include Licensee’s name and a link to Licensee’s website in APL’s annual reports and on APL’s website to showcase technology transfer-related stories.
(e) Licensee may acknowledge to Third Parties the name existence of this Agreement and the extent of the Trust Licenses granted to Licensee under Section 2.1, but Licensee shall not disclose the financial terms of this Agreement to Third Parties, except where APL is required by law to do so or to potential investors that have executed confidentiality agreements with terms at least as stringent as those in Section 10.
(f) APL shall have the right to eliminate all reference, if any, to list Licensee and display the name “Xxxxxxx Xxxxxxx” logotype or symbol of Licensee on APL’s website and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itAPL publications.
Appears in 2 contracts
Samples: License Agreement (BullFrog AI Holdings, Inc.), License Agreement (BullFrog AI Holdings, Inc.)
Use of Name. (a) Each Purchaser acknowledges and agrees that, except for the limited right as expressly provided below or any rights expressly provided in a mutually executed separate licensing agreement, no interest in or right of any nature to use the names "eFunds", "eFunds (Canada) Corporation" or any confusingly similar derivation or modification thereof or any trademark, servicemark, trade dress, logo, domain name or URL (universal resource locator) of the Sellers (collectively, the "Retained Names and Marks") is being transferred to the Purchasers pursuant to the transactions contemplated hereby. Notwithstanding the foregoing, for a period beginning on the Closing Date and ending twelve (12) months later (the "Transition Period"), the Purchasers may use existing signage and similar marketing materials affixed to the ATMs as of the Closing Date that bear any Retained Names and Marks until such time as it may replace such signage or similar marketing materials with its own signage or remove the current signage entirely. The Adviser owns Purchasers shall in no case be entitled to use any of the name “Xxxxxxx Xxxxxxx Funds” Retained Names and Marks for any general or other purpose, it being expressly understood and agreed that this limited right is an accommodation and for convenience only. Each Purchaser agrees that it shall not alter such signage or marketing materials in any way and shall not use such materials in any geographic location other than in those specific placement sites in which the ATMs are located as of the Closing Date. Each Purchaser shall take no actions that may reasonably be expected to in any manner diminish the value of the Retained Names and Marks. Without limiting Purchaser's duty provided for by the foregoing, each Purchaser shall consult with the Parent prior to taking any action with respect to use of the Retained Names and Marks or any signage or marketing materials upon which they appear. Each Purchaser shall hold the Sellers and their Affiliates harmless from any act or omission that it takes (or omits to take) with respect to use of the Retained Names and Marks during the Transition Period.
(b) During the Transition Period, the Sellers may, but shall not be obligated to, continue to use the company names, "Samsar ATM Co., Inc." and "Evergreen Teller Services, Inc." to identify each respective company (together, the "Transition Names"). The Sellers shall in no case be entitled to use the Transition Names for any other purpose other than as currently being used by the Trust only with Sellers, it being expressly understood and agreed that this limited right is an accommodation and for convenience only. The Sellers shall take no actions that may reasonably be expected to in any manner diminish the consent value of the AdviserTransition Names. The Adviser consents Sellers agree not to the use conduct any operations in, through or by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or Subsidiaries identified by any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as Transition Name.
(ic) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust Each Purchaser acknowledges and agrees that, due to the unique nature of the Retained Names and Marks, there can be no adequate remedy at law for any breach of its obligations under Section 6.14(a), that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to any breach of the provisions of this section (Section 6.14(a) may result in irreparable harm to the Seller, and therefore, that upon any such breach or any threat thereof, the Seller shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Purchasers from any loss or harm, including, without limiting the generality with out limitation, reasonable attorneys' fees, in connection with any breach or enforcement of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itPurchasers' obligations hereunder.
Appears in 2 contracts
Samples: Purchase Agreement (Efunds Corp), Purchase Agreement (TRM Corp)
Use of Name. 32.1 The Adviser owns Manager may use Mainspring’s name, and disclose the fact that Mainspring has been appointed to provide the Services. Mainspring may mention that the Manager is a client in any marketing materials, including displaying their logos, in any client lists electronic or otherwise. For all other purposes, a Party is required to obtain the other Party's prior written consent.
32.2 For so long as this Agreement is in effect, Mainspring grants the Manager a revocable, non-exclusive, non-transferable, licence to use Mainspring’s name “Xxxxxxx Xxxxxxx Funds” and trademark in the offering documentation of the Manager (and any amendments thereof), any registration statements or other filings, forms or reports required under applicable laws (to the extent such use is necessary to make any disclosures thereunder not misleading) and in any promotional or sales related materials relating to the Manager. Such permission is granted subject to the following conditions:
a) the Manager will provide Mainspring with templates of any materials in which such name or trademark is used a reasonable time in advance of initial use (not to be shorter than 10 Business Days). Any such materials may only be used by the Manager if it has been approved by Mainspring (in its sole discretion). Once Mainspring provides its approval, such materials may be used by the Trust Manager only with in the consent of form and substance approved;
b) the Adviser. The Adviser consents Manager shall be fully responsible for preparing and delivering all communications to the its investors or prospects as required by, and in accordance with, all applicable laws;
c) this permission to use by the Trust of the Mainspring’s name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as service xxxx will be revoked automatically: (i) on termination of this Contract shall remain in full force Agreement and (ii) should Mainspring (at its sole discretion) notify the Trust Manager that such use of name contravenes any applicable laws. Upon such revocation, the Manager shall fully performforthwith cease to use Mainspring’s name and trademark; and
d) without prejudice to Clause 25 the Manager shall indemnify Indemnified Persons against any Losses paid, fulfill and comply suffered, incurred or made against the Indemnified Persons as a result of or in connection with all provisions of this Contract expressed herein to be performed, fulfilled any use or complied with by it. No such name shall be used misuse by the Trust at Manager of Mainspring’s name (and any time derivatives thereof) or in any place or for any purposes or under any conditions except as provided trademark. The indemnity set out in this section. The foregoing authorization by Clause 32.2 shall survive the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itAgreement.
Appears in 2 contracts
Samples: Custody Agreement, Custody Agreement
Use of Name. The Adviser owns the name “"Xxxxxxx Xxxxxxx Funds” " which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “"Xxxxxxx Xxxxxxx Funds” " or any other name embodying the name “"Xxxxxxx Xxxxxxx” " into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “"Xxxxxxx Xxxxxxx” " and will not thereafter transact any business in a name containing the name “"Xxxxxxx Xxxxxxx” " in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.to
Appears in 2 contracts
Samples: Investment Advisory Agreement (Baillie Gifford Funds), Investment Advisory Agreement (Baillie Gifford Funds)
Use of Name. The Adviser owns Subadviser hereby grants the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approveFund a limited, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully performnon-exclusive, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others revocable license to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, name or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change identifying words "Center Coast" in the name of the Trust so Fund. Such license is conditioned upon the employment of the Subadviser, or a successor thereto or affiliate thereof, as to eliminate all reference, if any, the investment subadviser to the name “Xxxxxxx Xxxxxxx” Fund, and will may not thereafter transact be revoked by the Subadviser for so long as the Subadviser serves as investment subadviser to the Fund. The names or identifying words "Center Coast" are the property of the Subadviser and may be used from time to time in other connections and for other purposes by the Subadviser and any business of its affiliates. The Subadviser may require the Fund to cease, and the Adviser to cause the Fund to cease, using "Center Coast" in a name containing the name “Xxxxxxx Xxxxxxx” in of the Fund if the Subadviser, any form successor thereto or combination whatsoeverany affiliate thereof, ceases to be employed, for any reason, as investment sub-adviser of the Fund. The Fund or the Adviser shall furnish to Subadviser all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders or the public which uses the name or identifying words "Center Coast" or otherwise refers to the Subadviser by name (other than routine regulatory filings) prior to the use thereof. The Fund and the Adviser shall not use any such materials if the Subadviser reasonably objects to such use. The Fund shall not, and the Adviser shall not and shall cause the Fund to not, (i) take any action that would jeopardize or impair Subadviser's and its affiliates ownership of the "Center Coast" name and xxxx, (ii) directly or indirectly apply for registration of such name or xxxx or any confusingly similar name or xxxx, or designate itself as (iii) take or omit to take any act that would impair the same entity as validity of or successor to an entity tarnish or otherwise reflect negatively upon such name and xxxx. In the event of such termination of the license herein, the Fund shall, and the Adviser shall and shall cause the Fund to, promptly cease any and all use of the "Center Coast" name and any name, xxxx, or otherwise use the domain name “Xxxxxxx Xxxxxxx” or any other reference confusingly similar thereto. This paragraph with respect to the Adviser. Such covenants on rights of Subadviser and the part obligations of the Trust and the Adviser shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itsurvive the termination of this Agreement.
Appears in 2 contracts
Samples: Subadvisory Agreement (Investment Managers Series Trust), Subadvisory Agreement (Investment Managers Series Trust)
Use of Name. (a) The Adviser owns Trust hereby acknowledges that any and all rights in or to the name “Xxxxxxx Xxxxxxx Funds” names "CitiSelect" and "CitiSelect Folios" which exist on the date of this Agreement or which may be used by arise hereafter are, and under any and all circumstances shall continue to be, the Trust only with sole property of Citibank; that Citibank may assign any or all of such rights to another party or parties without the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any Trust; and that Citibank may permit other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approveparties, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully performincluding other investment companies, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; word "CitiSelect" or the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to usewords "CitiSelect Folios" in their names. If Citibank, or authorize others its assignee as the case may be, ceases to use, said name and initials and serve as the Trust agrees adviser to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination hereby agrees to take promptly any and all actions which are necessary or violation, use its best efforts desirable to change the its name of the Trust so as to eliminate delete the word "CitiSelect" or the words "CitiSelect Folios."
(b) The Trust hereby acknowledges that any and all referencerights in or to the names "Landmark" and "Landmark Funds" which exist on the date of this Agreement or which may arise hereafter are, if anyand under any and all circumstances shall continue to be, the sole property of The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS"); that LFBDS may assign any or all of such rights to another party or parties without the consent of the Trust; and that LFBDS may permit other parties, including other investment companies, to use the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business word "Landmark" or the words "Landmark Funds" in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoevertheir names. If LFBDS, or designate itself its assignee as the same entity case may be, ceases to serve as or successor to an entity the distributor of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part shares of the Trust, the Trust shall be binding upon it, its trustees, officers, stockholders, creditors hereby agrees to take promptly any and all other persons claiming under actions which are necessary or through itdesirable to change its name so as to delete the word "Landmark" or the words "Landmark Funds."
Appears in 2 contracts
Samples: Management Agreement (Variable Annuity Portfolios), Management Agreement (Variable Annuity Portfolios)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsPartners Group” and any trademarks or derivatives thereof or logo associated therewith, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the Partners Group name and mark as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser’s business as investment manager (the “Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser or the Adviser’s Successor is a licensee of the Partners Group name and mark. The Fund agrees that it shall have no right to sublicense or assign rights to use the Partners Group name and mark, it shall acquire no interest in the Partners Group name and mark other than the rights granted herein and the Fund shall not challenge the validity of the Partners Group name and mark or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the Partners Group name and mark shall meet commercially reasonable standards of quality, as may be determined by the Adviser from time to time. At the Adviser’s reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to any trademark infringement action) the Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment management agreement shall no longer be in effect between the Adviser (or the Adviser’s Successor) and the Fund, or the Adviser no longer is a licensee of the Partners Group name and mark, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the current name of the Fund or any other name embodying indicating that it is advised by, managed by or otherwise connected with the Adviser (or the Adviser’s Successor). In no event shall the Fund use the Partners Group name and mark or any other name or mark confusingly similar thereto (including, but not limited to, any name or mark that includes the name “Xxxxxxx XxxxxxxPartners Group” into such forms as the Adviser shall in writing approve, but only on condition and so long as (ior “PG”) if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled Agreement or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as other investment management agreement between the Adviser (or the Adviser’s Successor) and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.
Appears in 2 contracts
Samples: Investment Management Agreement (Partners Group Growth, LLC), Investment Management Agreement (Partners Group Next Generation Infrastructure LLC)
Use of Name. The Adviser owns A. Licensee shall prominently use the Licensed Trademark Rights in the name “Xxxxxxx Xxxxxxx Funds” which may be used "MAHUXXXX" xx identifying, advertising or promoting all Licensed Products, except ***. Licensee agrees to use, for identifying *** covered by U.S. Patent Nos. *** or ***, the Trust only name "MAHUXXXX" xxly in conjunction with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” terms *** or any *** and also agrees that no other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name words shall be used by in connection with the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself "MAHUXXXX"; Xicensee further agrees to use, or to authorize others to usefor identifying ***, the samename "MAHUXXXX" xxly in conjunction with the words *** or *** or *** or *** or *** and also agrees that no other words shall be used in connection with the name "MAHUXXXX" (xuch terms shall hereinafter be described in this Agreement as the "Mahuxxxx Xxxensed Trademarks for Neostar"). Licensee shall, however, be entitled to use the words *** or *** in identifying, advertising or promoting the Licensed Products, in conjunction with the name "MAHUXXXX" xx long as such use does not create confusion with the use of the "MAHUXXXX" xxme *** in connection with *** or ***. Licensee further agrees that the Mahuxxxx Xxxensed Trademarks for Neostar, wherever used in identifying, advertising or promoting the Licensed Products, shall be the most prominently displayed words or markings. While Licensee may use other words or markings, such as "Neostar," in conjunction with the sale of the Licensed Products, ---------- *** Confidential Treatment Requested such other words or markings (a) must be less prominently displayed than the Mahuxxxx Xxxensed Trademarks for Neostar; (b) must not serve to imply that a party other than Mahuxxxx xxx the Trust inventor and designer of such Licensed Products; and (c) must be displayed wholly apart and separate from the Mahuxxxx Xxxensed Trademarks for Neostar. Licensee acknowledges with respect to the parties hereto that full and complete ownership and interest in all the Licensed Trademark Rights remains with the Licensor. Licensee will take no action inconsistent with Licensor's ownership in the Licensed Trademark Rights and agrees that as between all uses of the Adviser Licensed Trademark Rights by Licensee shall inure to the benefit of the Licensor. Furthermore, Licensee will in no way interfere with Licensor in attempting to obtain federal registration of the Licensed Trademark Rights. Licensor agrees that nothing in this Amended License Agreement shall give the Licensee any right, title or interest in the Licensed Trademark Rights other than the right to use such Licensed Trademark Rights in accordance with this Amended License Agreement. Licensee further agrees not to challenge the title of Licensor to the Licensed Trademark Rights.
B. Because Licensor does not want the "MAHUXXXX" xxme associated with products that do not satisfy standards for quality acceptable to Licensor, Licensor shall have the right to inspect Licensed Products and the Trustfacilities used to manufacture Licensed Products and to require Licensee to immediately discontinue the use of the "MAHUXXXX" xxme in connection with any products, whenever such products do not satisfy reasonable standards for safe, quality, commercially acceptable medical products. Such reasonable standards shall include, at a minimum, the Adviser has the exclusive right so relevant FDA quality control standards.
C. Upon termination of this Agreement, Licensor may agree to authorize others allow Licensee to continue to use the same; Licensed Trademark Rights. If no such agreement is reached, Licensee agrees to cooperate with Licensor or its appointed agent in applying to the Trust acknowledges appropriate authorities to cancel any recording of this Agreement made in the United States Patent and agrees that as between the Adviser and the TrustTrademark Office. However, the Adviser has Licensee shall have the exclusive right so to use, or authorize others to use, said name and initials and sell its inventory of products that prominently display the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, "MAHUXXXX" xxme at the request time of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through ittermination.
Appears in 2 contracts
Samples: License Agreement (Horizon Medical Products Inc), License Agreement (Horizon Medical Products Inc)
Use of Name. The Adviser owns Each of Caster and Seller agrees that following the Closing Date, Seller will change its name “Xxxxxxx Xxxxxxx Funds” which may be used by from, and cease using the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” name, "Caster Eye Center Medical Group" or any other words or phrases which are deceptively similar to such name; provided, however, that Seller shall not be required to change its legal name embodying from "Caster Eye Center Medical Group" for the name “Xxxxxxx Xxxxxxx” into such forms as period beginning on the Adviser shall in writing approve, but only Closing Date and ending on condition and so long as the earlier of (i) this Contract shall remain in full force the expiration of one hundred eighty (180) days immediately following the Closing Date and (ii) Seller's receipt of a new Medicare/Medicaid provider number applicable to the Trust shall fully performname Seller intends to use after the Closing (the "Interim Period"); and provided further that Seller may use such name as the name of Seller during the Interim Period, fulfill and comply Newco hereby grants a non-exclusive license to Seller to use such name after the Interim Period, limited in both cases to only the following instances: (a) advertising and promotional materials, as long as such use is not in connection with, or for the promotion of, any activity that is a violation of this Agreement, including, without limitation, Section 9.2 of this Agreement, (b) billing for procedures or services that involve the use of Newco's equipment or facilities, and (c) any other use that is consistent with all the express provisions of this Contract expressed herein to be performed, fulfilled or complied with by itAgreement and any other Transaction Document. No The foregoing license and use of such name shall be used terminated (y) upon delivery of notice to Caster by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part Newco of a business material breach (subject to any rights to cure such breach) by Caster or name is not exclusive Seller of this Agreement or any other Transaction Document or (z) automatically upon any delivery of the right Termination Notice pursuant to Section 9.3(a) hereof or breach by Caster of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section or default under ARTICLE VIII or ARTICLE IX hereof (includingeither, without limiting a "Trigger Event"). Promptly following any such termination, Seller agrees to terminate any use of such name and to execute all documents reasonably necessary or requested by Prime concerning such cessation of use and the generality vesting of the foregoing, the Trust agrees that, upon use in Prime or Prime's nominee. Notwithstanding any termination contrary provision of this Contract by either party or upon Agreement, nothing herein shall preclude Caster from using his full legal individual name and professional accomplishments in the violation practice of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itmedicine.
Appears in 1 contract
Samples: Contribution Agreement (Prime Medical Services Inc /Tx/)
Use of Name. (a) The parent company of the Adviser owns the names and marks “JOHCM” and “Pendal” and licenses the name “Xxxxxxx Xxxxxxx FundsX X Xxxxxx,” each of which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsJOHCM Funds Trust” or any other name embodying the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” or “Pendal” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. .
(b) The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section section.
(including, without c) Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” or “Pendal” and will not thereafter transact any business in a name containing the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” or “Pendal” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such namenames, or otherwise use the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” or “Pendal” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser owns Subject to the name terms of this Agreement, for the duration of the Term, Wealthcasa Capital GP, LLC (the “Xxxxxxx Xxxxxxx Funds” which may be used Licensor”) hereby grants to the Partnership, under any rights owned or controlled by the Trust only Licensor, a non-exclusive, non-transferable, non-sublicensable royalty-free license to use the marks “Wealthcasa Capital”, and derivations thereof (collectively, the “Marks”) as part of the Partnership’s name and in connection with the consent general operation of the AdviserPartnership using that name. The Adviser consents Partners acknowledge that the Licensor shall have the right to terminate the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust foregoing license at any time upon written notice, and that the Partnership shall cease all use of the Marks upon receipt of such notice of termination whether or not the Licensor has any rights in any place or for any purposes or under any conditions except as provided in this sectionthe Marks. The foregoing authorization by Licensor retains all rights, title, and interest in the Adviser Marks. All goodwill from the Partnership’s use of the Marks shall accrue to the Trust to use said name Licensor, and initials as part of a business at no time during the continuation or name is not exclusive upon dissolution of the Partnership shall any value be placed on the Partnership name, or the right of the Adviser itself to its use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all referencegoodwill, if any, attached thereto for any purposes, nor shall such name or the right to its use be considered an asset of the Partnership. The Partners agree not to challenge the Licensor’s rights in any of the Marks. The Partnership shall comply with all standards and conditions maintained by the Licensor in connection with all use of the Marks by the Partnership. All usage of the Marks by the Partnership shall include the appropriate trademark or service mark symbol as directed by the Licensor from time to time. The Licensor shall have the sole right, but not the obligation, to file in the appropriate government or other applicable offices of each country in the world, at its own expense, trademark and service mark and domain name applications for the Marks or any marks confusingly similar to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact Marks. No Partner shall, by virtue of its ownership of any business Unit, hold any right, title, or interest in a name containing or to the name “Xxxxxxx Xxxxxxx” Marks. Upon termination of the Partnership or the foregoing license for any reason, the Partnership shall have no right to use any of the Marks in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise manner and shall immediately cease all use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itMarks.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wealthcasa Capital Fund, LP)
Use of Name. The Adviser owns Sellers agree not to use, following the Closing ----------- Date, the names and marks "AlertCall," "AlertCall, Inc.," or "AlertCall LLC" or any derivation thereof or name “Xxxxxxx Xxxxxxx Funds” which similar thereto. For five years after the Closing Date, the Sellers will not use any name or xxxx that is associated with, or confusingly similar to, or may be commonly understood to be associated with, any other name or xxxx used in the emergency personal response industry. As soon as practicable after the Closing Date, AlertCall, Inc. and AlertCall LLC shall deliver to the Buyer (a) a duplicate original of a document, in form sufficient for filing, amending the Certificate of Incorporation and the Certificate of Formation of the Sellers so as to change the names of the Sellers to names which, in the opinion of the Buyer, are sufficiently distinct from the Sellers' current names so as to not be confused therewith and (b) a true, complete and correct copy, certified by the Trust only Secretaries of the Sellers, of the resolutions of the Sellers' Board of Directors or managers, whichever is applicable and, if necessary, shareholders or Members, authorizing and approving such change of name. In order to effectuate such change, the Sellers shall file the originals thereof with the consent state of New York and the AdviserState of Delaware and any other state requiring such a filing, as applicable, as soon as practicable after the Closing Date. The Adviser consents Sellers are delivering to the Buyer at the Closing a written consent to the use by the Trust Buyer of the name “Xxxxxxx Xxxxxxx Funds” Sellers' names, or any variation and such other name embodying documents as may be necessary to effectuate the name “Xxxxxxx Xxxxxxx” into such forms foregoing in respect of any states in which the Sellers are qualified to do business. As soon as practicable after the Adviser shall in writing approvetermination of the Escrow Period, but only on condition AlertCall, Inc. and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name AlertCall LLC shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as dissolved and copies of Certificates of Dissolution shall be provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of Buyer. Notwithstanding the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts Sellers shall be allowed to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” names "AlertCall", "AlertCall, Inc.," "AlertCall LLC," or any other reference variations thereof, for such time and only to the Adviser. Such covenants on the part of the Trust shall be binding upon itsuch extent, its trustees, officers, stockholders, creditors as is necessary to wind-up and all other persons claiming under or through itdissolve their businesses and to make any necessary tax filings.
Appears in 1 contract
Use of Name. (a) The parent company of the Adviser owns the names and marks “JOHCM” and licenses the name “Xxxxxxx Xxxxxxx FundsX X Xxxxxx,” each of which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsJOHCM Funds Trust” or any other name embodying the name “Xxxxxxx Xxxxxxx” JOHCM”, “X X Xxxxxx”, or any such other name(s) affiliated with the Adviser, or other tradename(s) of the Adviser, into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. .
(b) The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section section.
(including, without c) Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such namenames, or otherwise use the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” or any other reference to the Adviser, or any such other name(s) affiliated with the Adviser, or other tradename(s) of the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser Manager owns the name “Xxxxxxx Xxxxxxx Funds” "Xxxxx Xxxxxxx," which may be used by the Trust only with the consent of the AdviserManager. The Adviser Manager consents to the use by the Trust of the name “Xxxxxxx "Xxxxx Xxxxxxx Funds” " or any other name embodying the name “Xxxxxxx "Xxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, ," but only on the condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) Xxxxx Xxxxxxx Associates, Inc. is the Manager of the Trust. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionsection provided. The foregoing authorization by the Adviser Manager to the Trust to use said the name and initials "Xxxxx Xxxxxxx" as a part of a business or name is not exclusive of the right of the Adviser Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Manager and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Manager has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon party, (ii) the violation of any of its provisions by the Trust or (iii) termination of this Investment Advisory Agreement between Xxxxx Xxxxxxx Associates, Inc. and the Trust, the Trust will, at the request of the Adviser Manager made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx "Xxxxx Xxxxxxx” " and will not thereafter transact any business in a name containing the name “Xxxxxxx "Xxxxx Xxxxxxx” " in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx "Xxxxx Xxxxxxx” " or any other reference to the AdviserManager. Such covenants on the part of the Trust shall be binding upon it, its trusteesTrustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Smith Breeden Trust)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsRegistered Fund Solutions” and any trademarks or derivatives thereof or logo associated therewith, the Sponsor hereby grants the Fund a non-exclusive right and sublicense to use the Registered Fund Solutions name and xxxx (i) as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other sponsor agreement between the Fund and the Sponsor (or any organization which shall have succeeded to the Sponsor’s business as sponsor (the “Sponsor’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Sponsor or the Sponsor’s Successor is a licensee of the Registered Fund Solutions name and xxxx. The Fund agrees that it shall have no right to sublicense or assign rights to use the Registered Fund Solutions name and xxxx, it shall acquire no interest in the Registered Fund Solutions name and xxxx other than the rights granted herein and the Fund shall not challenge the validity of the Registered Fund Solutions name and xxxx or Registered Fund Solutions’ ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the Registered Fund Solutions name and xxxx shall meet commercially reasonable standards of quality, as may be determined by the Sponsor from time to time. At the Sponsor’s reasonable request, the Fund shall cooperate with the Sponsor and shall execute and deliver any and all documents necessary to maintain the Registered Fund Solutions name and xxxx and protect (including, but not limited to any trademark infringement action) the Sponsor and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other sponsor agreement shall no longer be in effect between the Sponsor (or the Sponsor’s Successor) and the Fund, or the Sponsor no longer is a licensee of the Registered Fund Solutions name and xxxx, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the current name of the Fund or any other name embodying indicating that it is managed by or otherwise connected with the Sponsor (or the Sponsor’s Successor). In no event shall the Fund use the Registered Fund Solutions name and xxxx or any other name or xxxx confusingly similar thereto (including, but not limited to, any name or xxxx that includes the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (iRegistered Fund Solutions”) if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” Agreement or any other reference to sponsor agreement between the Adviser. Such covenants on Sponsor (or the part of Sponsor’s Successor) and the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.]
Appears in 1 contract
Samples: Sponsor Agreement (Center Coast Core MLP Fund I, LLC)
Use of Name. 31.1 The Adviser owns Manager may use Mainspring’s name, and disclose the fact that Mainspring has been appointed to provide the Services. Mainspring may mention that the Manager is a client in any marketing materials, including displaying their logos, in any client lists electronic or otherwise. For all other purposes, a Party is required to obtain the other Party's prior written consent.
31.2 For so long as this Agreement is in effect, Mainspring grants the Manager a revocable, non-exclusive, non-transferable, licence to use Mainspring’s name “Xxxxxxx Xxxxxxx Funds” and trademark in the offering documentation of the Manager (and any amendments thereof), any registration statements or other filings, forms or reports required under applicable laws (to the extent such use is necessary to make any disclosures thereunder not misleading) and in any promotional or sales related materials relating to the Manager. Such permission is granted subject to the following conditions:
a) the Manager will provide Mainspring with templates of any materials in which such name or trademark is used a reasonable time in advance of initial use (not to be shorter than 10 Business Days). Any such materials may only be used by the Manager if it has been approved by Mainspring (in its sole discretion). Once Mainspring provides its approval, such materials may be used by the Trust Manager only with in the consent of form and substance approved;
b) the Adviser. The Adviser consents Manager shall be fully responsible for preparing and delivering all communications to the its investors or prospects as required by, and in accordance with, all applicable laws;
c) this permission to use by the Trust of the Mainspring’s name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as service xxxx will be revoked automatically: (i) on termination of this Contract shall remain in full force Agreement and (ii) should Mainspring (at its sole discretion) notify the Trust Manager that such use of name contravenes any applicable laws. Upon such revocation, the Manager shall fully performforthwith cease to use Mainspring’s name and trademark; and
d) without prejudice to Clause 25 the Manager shall indemnify Indemnified Persons against any Losses paid, fulfill and comply suffered, incurred or made against the Indemnified Persons as a result of or in connection with all provisions of this Contract expressed herein to be performed, fulfilled any use or complied with by it. No such name shall be used mis-use by the Trust at Manager of Mainspring’s name (and any time derivatives thereof) or in any place or for any purposes or under any conditions except as provided trademark. The indemnity set out in this section. The foregoing authorization by Clause 31.2 shall survive the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itAgreement.
Appears in 1 contract
Samples: Custody Agreement
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” "Xxx Xxxxxx" and the initials "LMCG" which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx "LMCG Funds” " or any other name embodying the name “Xxxxxxx Xxxxxxx” initials "LMCG" into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "LMCG" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "LMCG" in any form or combination whatsoever, or although the Fund may designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser Manager owns the name “Xxxxxxx Xxxxxxx Funds” "Sierra", which may be used by the Trust only with the consent of the AdviserManager. The Adviser Manager consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "The Sierra Variable Trust" or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve"Sierra", but only on condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) Sierra Investment Advisors Corporation is the Manager of the Trust. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionsection provided. The foregoing authorization by the Adviser Manager to the Trust to use said the name and initials "Sierra" as part of a business or name is not exclusive of the right of the Adviser Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Manager and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Manager has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon party, (ii) the violation of any of its 8 provisions by the Trust or (iii) termination of this Management Contract between Sierra and the Trust, the Trust will, at the request of the Adviser Manager made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Sierra" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Sierra" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Sierra" or any other reference to the AdviserManager. Such covenants on the part of the Trust shall be binding upon it, its trustees, officersoffices, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser owns Manager and its affiliates own the name names “Xxxxxxx Xxxxxxx FundsAlliance,” “Bxxxxxxxx” and “AllianceBernstein”, which may be used by the Trust only with the consent of the AdviserManager. The Adviser Manager consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name names “Xxxxxxx XxxxxxxAlliance,” into such forms as the Adviser shall in writing approve“Bxxxxxxxx” and “AllianceBernstein”, but only on the condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust or any Fund, as the case may be, shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) AllianceBernstein L.P. is the Manager of any Fund. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionsection provided. The foregoing authorization by the Adviser Manager to the Trust to use said name the names “Alliance,” “Bxxxxxxxx” and initials “AllianceBernstein” as part of a business or name is not exclusive of the right of the Adviser Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Manager and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Manager has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon (ii) the violation of any of its provisions by the TrustTrust or any Fund, as the case may be, the Trust will, at the request of the Adviser Manager made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust and each Fund so as to eliminate all reference, if any, to the name names “Xxxxxxx XxxxxxxAlliance,” “Bxxxxxxxx” and “AllianceBernstein” and will not thereafter transact any business in a name containing the name names “Xxxxxxx XxxxxxxAlliance,” “Bxxxxxxxx” or “AllianceBernstein” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name names “Xxxxxxx XxxxxxxAlliance,” “Bxxxxxxxx” or “AllianceBernstein” or any other reference to the AdviserManager. Such covenants on the part of the Trust shall be binding upon it, its trusteesTrustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Goldman Sachs" and any trademarks or derivatives thereof or lxxx xssxxxxxed therewith, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the Goldman Sachs name and mark as part of the Fund's name, and (ix) xx connection with xxx Fund's investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser's business as investment manager (the "Adviser's Successor")), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser is a licensee of the Goldman Sachs name and mark. The Fund agrees that it shall haxx xx xight to sublicexxx or assign rights to use the Goldman Sachs name and mark, it shall acquire no interest in thx Xxxxxan Sachs name anx xxrk other than the rights granted herexx xxx the Fund shall nox xhallenge the validity of the Goldman Sachs name and mark or the ownership thereof.
(b) The Fund furxxxx agrees that all services and products it offers in connection with the Goldman Sachs name and mark shall meet commercially reasonable xxxxxards of quality, xx xay be determined by the Adviser from time to time. At the Adviser's reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain the Goldman Sachs name and mark and protect (including, but not lixxxxx xo any trademark xxfringement action) the Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment management agreement shall no longer be in effect between the Adviser (or the Adviser's Successor) and the Fund, or the Adviser no longer is a licensee of the Goldman Sachs name and mark, the Fund shall (to the extent that, xxx xs soon as, it laxxxxly can) cease to use the current name of the Fund or any other name embodying indicating that it is advised by, managed by or otherwise connected with the Adviser (or the Adviser's Successor). In no event shall the Fund use the Goldman Sachs name and mark or any other name or mark confusinxxx xxmilar thereto (ixxxxding, but not limited xx, any name or mark that includes the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i"Goldman Sachs" or "GS") this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled if txxx Agreement or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as other investmxxx xxnagement agreement between the Adviser (or the Adviser's Successor) and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.
Appears in 1 contract
Samples: Investment Management Agreement (Goldman Sachs Hedge Fund Partners Registered Master Fund, LLC)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsRegistered Fund Solutions” and any trademarks or derivatives thereof or logo associated therewith, the Sponsor hereby grants the Fund a non-exclusive right and sublicense to use the Registered Fund Solutions name and mxxx (i) as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other sponsor agreement between the Fund and the Sponsor (or any organization which shall have succeeded to the Sponsor’s business as sponsor (the “Sponsor’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Sponsor or the Sponsor’s Successor is a licensee of the Registered Fund Solutions name and mxxx. The Fund agrees that it shall have no right to sublicense or assign rights to use the Registered Fund Solutions name and mxxx, it shall acquire no interest in the Registered Fund Solutions name and mxxx other than the rights granted herein and the Fund shall not challenge the validity of the Registered Fund Solutions name and mxxx or Registered Fund Solutions’ ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the Registered Fund Solutions name and mxxx shall meet commercially reasonable standards of quality, as may be determined by the Sponsor from time to time. At the Sponsor’s reasonable request, the Fund shall cooperate with the Sponsor and shall execute and deliver any and all documents necessary to maintain the Registered Fund Solutions name and mxxx and protect (including, but not limited to any trademark infringement action) the Sponsor and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other sponsor agreement shall no longer be in effect between the Sponsor (or the Sponsor’s Successor) and the Fund, or the Sponsor no longer is a licensee of the Registered Fund Solutions name and mxxx, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the current name of the Fund or any other name embodying indicating that it is managed by or otherwise connected with the Sponsor (or the Sponsor’s Successor). In no event shall the Fund use the Registered Fund Solutions name and mxxx or any other name or mxxx confusingly similar thereto (including, but not limited to, any name or mxxx that includes the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (iRegistered Fund Solutions”) if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” Agreement or any other reference to sponsor agreement between the Adviser. Such covenants on Sponsor (or the part of Sponsor’s Successor) and the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.]
Appears in 1 contract
Samples: Sponsor Agreement (Center Coast Core MLP Fund II, LLC)
Use of Name. The Adviser owns Manager and its affiliates own the name names “Xxxxxxx Xxxxxxx FundsAlliance,” “Xxxxxxxxx” and “AllianceBernstein”, which may be used by the Trust only with the consent of the AdviserManager. The Adviser Manager consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name names “Xxxxxxx XxxxxxxAlliance,” into such forms as the Adviser shall in writing approve“Xxxxxxxxx” and “AllianceBernstein”, but only on the condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust or any Fund, as the case may be, shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) AllianceBernstein L.P. is the Manager of any Fund. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionsection provided. The foregoing authorization by the Adviser Manager to the Trust to use said name the names “Alliance,” “Xxxxxxxxx” and initials “AllianceBernstein” as part of a business or name is not exclusive of the right of the Adviser Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Manager and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Manager has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon (ii) the violation of any of its provisions by the TrustTrust or any Fund, as the case may be, the Trust will, at the request of the Adviser Manager made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust and each Fund so as to eliminate all reference, if any, to the name names “Xxxxxxx XxxxxxxAlliance,” “Xxxxxxxxx” and “AllianceBernstein” and will not thereafter transact any business in a name containing the name names “Xxxxxxx XxxxxxxAlliance,” “Xxxxxxxxx” or “AllianceBernstein” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name names “Xxxxxxx XxxxxxxAlliance,” “Xxxxxxxxx” or “AllianceBernstein” or any other reference to the AdviserManager. Such covenants on the part of the Trust shall be binding upon it, its trusteesTrustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser owns (a) Purchaser hereby acknowledges that all right, title and interest in and to the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only Faneuil”, together with all variations and acronyms thereof and all Trademarks containing, incorporating or associated with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” foregoing, or any other name embodying that suggests a relationship with the Company or any of its Affiliates (collectively, the “Retained Names and Marks”) are owned exclusively by the Company or one or more of its Affiliates, and that, except as expressly provided below, any and all right of the Business or Purchaser to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Company or one or more of its Affiliates, along with any and all goodwill associated therewith. Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein.
(b) Effective upon the Closing, the Company hereby grants to Purchaser a world-wide, royalty-free, nonexclusive, nontransferable (except as permitted by Section 11.06) license to use the name “Xxxxxxx XxxxxxxFaneuil” into solely in the form of “Faneuil, a TTEC Company” (the “Licensed Xxxx”) solely in connection with the operation of the Business as currently conducted. Purchaser may grant sublicenses of the license granted under this Section 6.14 to a third party service provider in connection with the operation of the Business for the benefit of Purchaser and its Affiliates (and not for such forms as the Adviser third party’s independent benefit); provided that, in each case, such sublicense shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein contain an agreement to be performedbound by all applicable obligations of Purchaser under this Agreement relating to the right and license that is the subject of such sublicense, fulfilled or complied with by it. No such name including confidentiality obligations, and Purchaser and its Affiliates shall be used by the Trust at any time or in any place or liable hereunder to Asset Seller for any purposes action or under any conditions except failure to act by such sublicensee.
(c) Purchaser shall ensure that all uses of the Licensed Xxxx as provided in this sectionSection 6.14 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Licensed Xxxx xxxxx to the Closing. The foregoing authorization Any and all goodwill generated by the Adviser use of the Licensed Xxxx under this Section 6.14 shall inure solely to the Trust benefit of the Company. Purchaser shall not (i) use the Licensed Xxxx hereunder in any manner that may damage, impair or tarnish the reputation of the Company or its Affiliates (or the goodwill associated with the Licensed Xxxx); or (ii) contest or challenge the ownership or validity of the Licensed Xxxx. Purchaser shall take any reasonable actions as directed by the Company with respect to use said name and initials as part of a business or name is not exclusive of the right Licensed Xxxx to minimize confusion between Purchaser’s operation of the Adviser itself to useBusiness and the Retained Business.
(d) Purchaser agrees that the Company and its Affiliates shall have no responsibility for claims by third parties arising out of, or to authorize others to userelating to, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality Purchaser of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months Licensed Xxxx after the Adviser has knowledge of such termination or violation, use its best efforts Closing. In addition to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under available remedies, other than any liabilities arising out of the use of the use of the Retained Names and Marks by the Company prior to or through following Closing, Purchaser shall indemnify and hold harmless the Company, its Affiliates, and their successors and assigns from and against any and all such claims that may arise out of the use of the Licensed Xxxx by Purchaser (i) in accordance with the terms and conditions of this Section 6.14, other than such claims that the Licensed Xxxx Infringes the Intellectual Property rights of any third party; or (ii) in violation of or outside the scope permitted by this Section 6.14. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 6.14, the Company, in addition to any other remedies available to it, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining the Business or Purchaser from any such breach or threatened breach.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alj Regional Holdings Inc)
Use of Name. The Adviser owns Subadviser shall give TAM and the Fund, for the term of this Agreement, a royalty free, nonexclusive, nonsublicensable, nontransferable right to use the name “Xxxxxxx Xxxxxxx FundsJPMorgan” which may (hereinafter referred to as the “Xxxx”) in the United States as part of the name of the Fund, provided such name is approved by the Subadviser in writing. Such right does not include the right to allow third parties to use the Xxxx except as specifically provided in this Agreement. TAM shall not alter the appearance of the Xxxx without the prior written approval of the Subadviser. The Xxxx shall not be used by TAM or the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust Fund at any time or in any place or for any purposes or under any conditions except as provided in this sectionSection 11. The foregoing forgoing authorization by the Adviser Subadviser to TAM and the Trust Fund to use said name and initials as part of a business or name Xxxx is not exclusive of the right of the Adviser Subadviser itself to use, use or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and . TAM agrees that as between the Adviser Subadviser and TAM or the TrustFund, the Adviser Subadviser has the exclusive right so to use, use or authorize others to useuse the Xxxx, said name and initials XXX and the Trust agrees Fund agree to take any such action as may reasonably be requested by the Adviser Subadviser to give full effect to the provisions of this section (including, without limiting Section 11. Neither the generality Fund nor TAM shall retain any right to use of the foregoing, Xxxx after the Trust agrees that, upon any termination of this Contract by either party or upon Agreement. Upon termination of this Agreement, TAM and the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, Fund will use its their best efforts to change the name of the Trust Fund so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the AdviserXxxx and the Fund and TAM will terminate all use of the Xxxx in the Fund’s prospectuses, reports, sales materials and other documents that contain the Xxxx to the extent that continued use is not required by applicable laws, rules and regulations. In addition, the Fund and TAM will destroy any remaining unused sales documentation, promotional, marketing, advertising or other written printed or electronic material or performance information pertaining to the Fund that contains the Xxxx to the extent retention of such documents is not required by applicable recordkeeping requirements. TAM and the Fund agree to use their best efforts to ensure that the nature and quality of the services rendered in connection with the Xxxx shall conform to the terms of this Agreement and any amendments thereto. Such covenants on the part of TAM and the Trust Fund shall be binding upon itsurvive termination of this agreement. All use of the Xxxx shall inure to the benefit of it is owner, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.JPMorgan Chase & Co.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Transamerica Partners Portfolios)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx FundsXxxxxx Xxxxxx” and the initials “MCBT,” which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsXxxxxx Xxxxxx Business Trust” and “MCBT Global Emerging Markets Fund” or any other name embodying the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or the initials “MCBT,” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or initials “MCBT” and will not thereafter transact any business in a name containing the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or initials “MCBT” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or initials “MCBT” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Martin Currie Business Trust)
Use of Name. The Adviser owns and/or its affiliates own the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx" and the initials "MCBT," which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx Business Trust" and "MCBT Pan European Mid Cap Fund" or any other name embodying the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or the initials "MCBT," into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Currie Martin Business Trust)
Use of Name. The Adviser owns Subject to the name terms of this Agreement, for the duration of the Term, UCF Asset LLC (the “Xxxxxxx Xxxxxxx Funds” which may be used Licensor”) hereby grants to the Partnership, under any rights owned or controlled by the Trust only Licensor, a non-exclusive, non-transferable, non-sublicensable royalty-free license to use the marks “UC Asset”, “UCF Asset”, and derivations thereof (collectively, the “Marks”) as part of the Partnership’s name and in connection with the consent general operation of the AdviserPartnership using that name. The Adviser consents Partners acknowledge that the Licensor shall have the right to terminate the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust foregoing license at any time upon written notice, and that the Partnership shall cease all use of the Marks upon receipt of such notice of termination whether or not the Licensor has any rights in any place or for any purposes or under any conditions except as provided in this sectionthe Marks. The foregoing authorization by Licensor retains all rights, title, and interest in the Adviser Marks. All goodwill from the Partnership’s use of the Marks shall accrue to the Trust to use said name Licensor, and initials as part of a business at no time during the continuation or name is not exclusive upon dissolution of the Partnership shall any value be placed on the Partnership name, or the right of the Adviser itself to its use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all referencegoodwill, if any, attached thereto for any purposes, nor shall such name or the right to its use be considered an asset of the Partnership. The Partners agree not to challenge the Licensor’s rights in any of the Marks. The Partnership shall comply with all standards and conditions maintained by the Licensor in connection with all use of the Marks by the Partnership. All usage of the Marks by the Partnership shall include the appropriate trademark or service mark symbol as directed by the Licensor from time to time. The Licensor shall have the sole right, but not the obligation, to file in the appropriate government or other applicable offices of each country in the world, at its own expense, trademark and service mark and domain name applications for the Marks or any marks confusingly similar to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact Marks. No Partner shall, by virtue of its ownership of any business Unit, hold any right, title, or interest in a name containing or to the name “Xxxxxxx Xxxxxxx” Marks. Upon termination of the Partnership or the foregoing license for any reason, the Partnership shall have no right to use any of the Marks in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise manner and shall immediately cease all use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itMarks.
Appears in 1 contract
Use of Name. (a) The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent of the Adviser. The Adviser Trading Advisor hereby consents to the non-exclusive use by the Trust Trading Company of (a) the name “Xxxxxxx Xxxxxxx Funds” or "GMF", with respect to the Trading Company and (b) the names "Grinham" and "Grinham Managed Funds Pty. Ltd" in any other name embodying documentation regarding the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approveTrading Company, but only on condition and so long as the Trading Advisor serves as a trading advisor to the Trading Company. Each of the Trading Company and the Trading Manager agree to indemnify and hold harmless the Trading Advisor, its partners, directors, officers, affiliates, employees and agents from and against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, attorneys' fees and disbursements, which may arise out of the Trading Company's or the Trading Manager's misuse of the names "GMF", "Grinham" and "Grinham Managed Funds Pty. Ltd" or out of any breach of, or failure to comply with, this Section 20.
(b) Upon termination of this Agreement, the Trading Company, at its expense, as promptly as practicable: (i) this Contract shall remain take all necessary action to cause the Offering Memoranda and organizational documents of the Trading Company to be amended in full force order to eliminate any reference to "GMF", "Grinham" or "Grinham Managed Funds Pty. Ltd" (except to the extent required by law, regulation or rule); and (ii) shall cease to use in any other manner, including, but not limited to, use in any sales literature or promotional material, the Trust shall fully performname "Grinham Managed Funds Pty. Ltd" or any name, fulfill and comply with all provisions of this Contract expressed herein mxxx or logo type derived from it or similar to it (except to the extent required by law, regulation or rule). All notices required to be performed, fulfilled or complied with by it. No such name delivered under this Agreement shall be used in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the Trust at any time second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by accordance with the Adviser terms hereof): if to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to useTrading Company: Mxxxxx Sxxxxxx Managed Futures GMF I, or to authorize others to useLLC c/o Demeter Management Corporation Managed Futures Department 500 Xxxxx Xxxxxx, the same00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Wxxxxx Xxxxx Facsimile: 200-000-0000 Email: Jxxxxx.Xxxx@xxxxxxxxxxxxx.xxx; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the samePxxxxxx.Xxxx@xxxxxxxxxxxxx.xxx; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect Lxxxx.Xxxxx@xxxxxxxxxxxxx.corn if to the provisions of this section Trading Manager: Demeter Management Corporation Managed Futures Department 500 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Wxxxxx Xxxxx Facsimile: 200-000-0000 Email: Jxxxxx.Xxxx@xxxxxxxxxxxxx.xxx; Pxxxxxx.Xxxx@xxxxxxxxxxxxx.xxx; Lxxxx.Xxxxx@xxxxxxxxxxxxx.xxx With a copy to: Axxxxx & Bird LLP 90 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Txxxxxx X. Xxxxx Facsimile: (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.000) 000-0000
Appears in 1 contract
Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)
Use of Name. (a) The Adviser owns indirect parent company of the name Adviser, Perpetual Limited, an Australia Corporation (“Xxxxxxx Xxxxxxx FundsPerpetual”), operates its business in the United States under the names “Perpetual” and “Perpetual Americas” and licenses these names, each of which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsPerpetual Americas Funds Trust” or any other name embodying the name “Xxxxxxx Xxxxxxx” Perpetual”, “Perpetual Americas”, or any such other name(s) affiliated with Perpetual, or other tradename(s) of Perpetual, into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract the Investment Advisory Agreement (or a successor agreement with the Adviser or an affiliate) shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract the Investment Advisory Agreement expressed herein therein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. .
(b) The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section section.
(including, without c) Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx XxxxxxxPerpetual” and/or “Perpetual Americas” and will not thereafter transact any business in a name containing the name “Xxxxxxx XxxxxxxPerpetual” and/or “Perpetual Americas” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such namenames, or otherwise use the name “Xxxxxxx XxxxxxxPerpetual” and/or “Perpetual Americas” or any other reference to the AdviserPerpetual, or any such other name(s) affiliated with Perpetual, or other tradename(s) of Perpetual. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser owns Subadviser shall give TAM and the Fund, for the term of this Agreement, a royalty free, nonexclusive, nonsublicensable, nontransferable right to use the name “Xxxxxxx Xxxxxxx FundsJPMorgan” which may (hereinafter referred to as the “Xxxx”) in accordance with applicable law as part of the name of the Fund. Such right does not include the right to allow third parties to use the Xxxx except as specifically provided in this Agreement. TAM shall not alter the appearance of the Xxxx without the prior written approval of the Subadviser. The Xxxx shall not be used by TAM or the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust Fund at any time or in any place or for any purposes or under any conditions except as provided in this sectionSection 11. The foregoing forgoing authorization by the Adviser Subadviser to TAM and the Trust Fund to use said name and initials as part of a business or name Xxxx is not exclusive of the right of the Adviser Subadviser itself to use, use or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and . TAM agrees that as between the Adviser Subadviser and TAM or the TrustFund, the Adviser Subadviser has the exclusive right so to use, use or authorize others to useuse the Xxxx, said name and initials XXX and the Trust agrees Fund agree to take any such action as may reasonably be requested by the Adviser Subadviser to give full effect to the provisions of this section (including, without limiting Section 11. Neither the generality Fund nor TAM shall retain any right to use of the foregoing, Xxxx after the Trust agrees that, upon any termination of this Contract by either party or upon Agreement. Upon termination of this Agreement, TAM and the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, Fund will use its their best efforts to change the name of the Trust Fund so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the AdviserXxxx and the Fund and TAM will terminate all use of the Xxxx in the Fund’s prospectuses, reports, sales materials and other documents that contain the Xxxx to the extent that continued use is not required by applicable laws, rules and regulations. In addition, the Fund and TAM will destroy any remaining unused sales documentation, promotional, marketing, advertising or other written printed or electronic material or performance information that contains the Xxxx to the extent retention of such documents is not required by applicable recordkeeping requirements. TAM and the Fund agree to use their best efforts to ensure that the nature and quality of the services rendered in connection with the Xxxx shall conform to the terms of this Agreement and any amendments thereto. Such covenants on the part of TAM and the Trust Fund shall be binding upon itsurvive termination of this agreement. All use of the Xxxx shall inure to the benefit of it is owner, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.JPMorgan Chase & Co.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Transamerica Partners Portfolios)
Use of Name. The Adviser Manager owns the name “Xxxxxxx Xxxxxxx Funds” "Sierra", which may be used by the Trust only with the consent of the AdviserManager. The Adviser Manager consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "The Sierra Variable Trust" or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve"Sierra", but only on condition and so long as (i) this Contract Agreement shall remain in full force and force, (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) Sierra Investment Advisors Corporation is the Manager of the Trust. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this sectionsection provided. The foregoing authorization by the Adviser Manager to the Trust to use said the name and initials "Sierra" as part of a business or name is not exclusive of the right of the Adviser Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser Manager and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser Manager has the exclusive right so to use, or authorize others to use, said name and initials name, and the Trust agrees to take such action as may reasonably be requested by the Adviser Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said name). Without limiting the generality of the foregoing, the Trust agrees that, upon (i) any termination of this Contract Agreement by either party or upon party, (ii) the violation of any of its provisions by the Trust or (iii) termination of this Management Contract between Sierra and the Trust, the Trust will, at the request of the Adviser Manager made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Sierra" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Sierra" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Sierra" or any other reference to the AdviserManager. Such covenants on the part of the Trust shall be binding upon it, its trustees, officersoffices, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. The Adviser owns Anything herein to the contrary notwithstanding, no interest in or right (except as permitted below) to use the name “Xxxxxxx Xxxxxxx Funds” which may "USF Re" or any derivation thereof or any logo, trademark or trade name including such name (collectively, the "RETAINED NAMES AND MARKS") shall be used retained by the Trust only with Company following the consent Closing. The Purchaser shall cause the Company to promptly file such documents as are necessary and appropriate to change its corporate name so as not to contain "USF", including, without limitation, amendments to the Charter of the AdviserCompany, and amendments to all filings made by the Company to qualify to do business as a foreign corporation and amendments to all filings made by the Company with insurance regulatory authorities in order to be licensed or authorized to write reinsurance or insurance. Notwithstanding the foregoing, the Company shall be entitled, without any payment therefor, (x) for a period of one hundred eighty days following the Closing to use any materials existing on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo similar thereto, in each case when the removal of any Retained Name or Xxxx or any such similar name, xxxx or logo would be impractical or to allow time for the ordering and delivery of any new materials, which orders the Purchaser agrees to place as promptly as practicable, and (y) for a period of eighteen months following the Closing to use the name "USF Re Insurance Company" in connection with its efforts to renew existing Reinsurance Agreements, including the use of such name on such renewal contracts. The Adviser consents Purchaser agrees that the Seller shall have no responsibility for claims by third parties arising out of or relating to the use by the Trust Company or the Purchaser of any Retained Name or Xxxx after the Closing, and the Purchaser agrees to defend, indemnify and hold harmless the Seller from any and all claims that may arise out of the name “Xxxxxxx Xxxxxxx Funds” use thereof by the Company or the Purchaser whether or not in accordance with this Agreement (other than claims of any other name embodying third party relating to the name “Xxxxxxx Xxxxxxx” into Company's right to use any Retained Name or Xxxx, unless such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name use shall be used materially different from the use of the Retained Names and Marks by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser Company prior to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itClosing).
Appears in 1 contract
Samples: Stock Purchase Agreement (White Mountains Insurance Group Inc)
Use of Name. (a) The Adviser owns Members agree that the names “Xxxxxxxx Xxxxxx”, “PECO” and all derivations thereof are the sole property of PECO GRP II or its Affiliates and that if for any reason PECO GRP II shall cease to be a Member of the Company, the Company, Northwestern Mutual or any succeeding member (as appropriate) shall file, with the Delaware Secretary of State, a Certificate of Amendment amending the name of the Company in a manner that it shall no longer contain reference to “Xxxxxxx Xxxxxxx FundsXxxxxxxx Xxxxxx”, “PECO” which may be used by the Trust only with or any confusingly similar derivation thereof without the consent of PECO GRP II and shall take any and all other actions necessary to effectuate such name change. Except as otherwise agreed to by PECO GRP II , after such time as PECO GRP II shall cease to be a Member of the AdviserCompany for any reason, the Company shall not, and Northwestern Mutual and any succeeding member shall cause the Company not to, engage in any business or other activity under, or hold itself out under any name or trademark containing the words “Xxxxxxxx Xxxxxx” or any trademark or tradename of PECO GRP II or any of its Affiliates, or any variation or combination of any of the foregoing, or any trademark or tradename confusingly similar to any of the foregoing, or any Internet domain name that consists of or incorporates any of the foregoing (collectively, the “PECO Marks”). Immediately following the date upon which PECO GRP II shall cease to be a Member of the Company for any reason, the Company (i) shall destroy, or cause to be destroyed, all signage, labels, marketing materials, letterhead, stationary, business cards, and other supplies and materials in the possession of the Company, its subsidiaries or any Member that contain any of the PECO Marks, (ii) cease to use all email addresses and Internet domain names that contain any of the PECO Marks, and (iii) remove and delete all web pages and similar materials owned or controlled by any Project Entity that contain any of the PECO Marks. If for any reason PECO GRP II shall cease to be a Member of the Company, Northwestern Mutual and any succeeding member (as appropriate) shall have thirty (30) days to comply with the provisions of this Section 15.15(a). The Adviser consents parties hereto specifically recognize that PECO GRP II or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate), joint ventures and financial and service organizations containing the words “Xxxxxxxx Xxxxxx” or “PECO” or any derivations thereof as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company, any Member or any succeeding member. Neither PECO GRP II nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the use by of the Trust names “Xxxxxxxx Xxxxxx” or “PECO” or any derivations thereof (including, without limitation, as to whether the use of the name “Xxxxxxx Xxxxxxx FundsXxxxxxxx Xxxxxx” or “PECO” or any other name embodying derivations thereof will be free from infringement of the intellectual property rights of third parties).
(b) The Members agree that the name “Xxxxxxx XxxxxxxNorthwestern Mutual” into and all derivations thereof are the sole property of Northwestern Mutual or its Affiliates and that if for any reason Northwestern Mutual shall cease to be a Member of the Company, the Company, PECO GRP II or any succeeding member (as appropriate) shall file, with the Delaware Secretary of State, a Certificate of Amendment amending the name of the Company in a manner that it shall no longer contain reference to “Northwestern Mutual” or any confusingly similar derivation thereof without the consent of Northwestern Mutual and shall take any and all other actions necessary to effectuate such forms name change. Except as otherwise agreed to by Northwestern Mutual, after such time as Northwestern Mutual shall cease to be a Member of the Adviser Company for any reason, the Company shall not, and PECO GRP II and any succeeding member shall cause the Company not to, engage in writing approveany business or other activity under, but only on condition and so long as or hold itself out under any other name or trademark containing the words “Northwestern Mutual” or any trademark or tradename of Northwestern Mutual or any of its Affiliates, or any variation or combination of any of the foregoing, or any trademark or tradename confusingly similar to any of the foregoing, or any Internet domain name that consists of or incorporates any of the foregoing (collectively, the “NM Marks”). Immediately following the date upon which Northwestern Mutual shall cease to be a Member of the Company for any reason, the Company (i) this Contract shall remain destroy, or cause to be destroyed, all signage, labels, marketing materials, letterhead, stationary, business cards, and other supplies and materials in full force and the possession of the Company, its subsidiaries or any Member that contain any of the NM Marks, (ii) cease to use all email addresses and Internet domain names that contain any of the Trust NM Marks, and (iii) remove and delete all web pages and similar materials owned or controlled by any Project Entity that contain any of the NM Marks. If for any reason Northwestern Mutual shall fully performcease to be a Member of the Company, fulfill PECO GRP II and any succeeding member (as appropriate) shall have thirty (30) days to comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section Section 15.15(b). The parties hereto specifically recognize that Northwestern Mutual or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate), joint ventures and financial and service organizations containing the words “Northwestern Mutual” or any derivations thereof as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company, any Member or any succeeding member. Neither Northwestern Mutual nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the use of the names “Northwestern Mutual” or any derivations thereof (including, without limiting the generality of the foregoinglimitation, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to whether the use of the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx XxxxxxxNorthwestern Mutual” or any other reference to the Adviser. Such covenants on the part derivations thereof will be free from infringement of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itintellectual property rights of third parties).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Phillips Edison Grocery Center REIT III, Inc.)
Use of Name. The Adviser owns Sellers, the Stockholder and Mr. Folz agree, on their/its xxx xxxxlf and on behalf of their/its Affiliates, from and after the Closing Date, not to use any trademark or name “Xxxxxxx Xxxxxxx Funds” which may be previously or currently used by any of the Trust only Sellers in connection with the consent Business, or any derivation thereof. Each Seller agrees on its behalf, and each Seller, the Stockholder and Mr. Folz agrees on behalf of xxx/xxxxr Affiliates, to change its corporate name and any names and marks under which Sellers and such Affiliates do business promptly after the Closing Date so as not to include the words "Folz" in connection with the xxxx "Vending" or the word "Novelty," or any name or mark similar thereto or similxx xo any name or marks assigned hereunder or otherwise indicative of the Adviser. The Adviser consents Business, and shall deliver promptly after the Closing evidence reasonably satisfactory to the use by Purchaser of such change of name for filing promptly after the Trust Closing Date with the Secretary of State of New York, and shall file promptly after receipt of evidence of such change of name, such change of name in all states in which it is qualified to do business. Notwithstanding the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approveabove, but only on condition and so long as (i) this Contract Folz Canada shall remain in full force not be requxxxx to change its corporate name or any names or marks under which Folz Canada does business, anx (xi) if, and (ii) only if, the Trust shall fully performPurchaser, fulfill its Affiliates and comply with any subsequent purchaser of all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive substantially all of the right Acquired Assets or capital stock of the Adviser itself Purchaser ceases to use, do business and abandons using the name "Folz" in connection with the xxxx "Vending" or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to word "Novelty," then the provisions of this section (including, without limiting Section 6(j) shall terminate and Mr. Folz shall then be free tx xxxxxx using the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” names "Folz Vending" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it"Folz Novelxx."
Appears in 1 contract
Samples: Asset Purchase Agreement (American Coin Merchandising Inc)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Baillie Gifford Funds)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent (a) As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsPartners Group” and any trademarks or derivatives thereof or logo associated therewith, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the Partners Group name and mxxx as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser’s business as investment manager (the “Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser or the Adviser’s Successor is a licensee of the Partners Group name and mxxx. The Fund agrees that it shall have no right to sublicense or assign rights to use the Partners Group name and mxxx, it shall acquire no interest in the Partners Group name and mxxx other than the rights granted herein, and the Fund shall not challenge the validity of the Partners Group name and mxxx or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the Partners Group name and mxxx shall meet commercially reasonable standards of quality, as may be determined by the Adviser from time to time. At the Adviser’s reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to any trademark infringement action) the Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment management agreement shall no longer be in effect between the Adviser (or the Adviser’s Successor) and the Fund, or the Adviser no longer is a licensee of the Partners Group name and mxxx, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the current name of the Fund or any other name embodying indicating that it is advised by, managed by or otherwise connected with the Adviser (or the Adviser’s Successor). In no event shall the Fund use the Partners Group name and mxxx or any other name or mxxx confusingly similar thereto (including, but not limited to, any name or mxxx that includes the name “Xxxxxxx XxxxxxxPartners Group” into such forms as the Adviser shall in writing approve, but only on condition and so long as (ior “PG”) if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled Agreement or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as other investment management agreement between the Adviser (or the Adviser’s Successor) and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.
Appears in 1 contract
Samples: Investment Management Agreement (Partners Group Private Income Opportunities, LLC)
Use of Name. 32.1 The Adviser owns Manager may use Mainspring’s name, and disclose the fact that Mainspring has been appointed to provide the Services. Mainspring may mention that the Manager is a client in any marketing materials, including displaying their logos, in any client lists electronic or otherwise. For all other purposes, a Party is required to obtain the other Party's prior written consent.
32.2 For so long as this Agreement is in effect, Mainspring grants the Manager a revocable, non-exclusive, non-transferable, licence to use Mainspring’s name “Xxxxxxx Xxxxxxx Funds” and trademark in the offering documentation of the Manager (and any amendments thereof), any registration statements or other filings, forms or reports required under applicable laws (to the extent such use is necessary to make any disclosures thereunder not misleading) and in any promotional or sales related materials relating to the Manager. Such permission is granted subject to the following conditions:
a) the Manager will provide Mainspring with templates of any materials in which such name or trademark is used a reasonable time in advance of initial use (not to be shorter than 10 Business Days). Any such materials may only be used by the Manager if it has been approved by Mainspring (in its sole discretion). Once Mainspring provides its approval, such materials may be used by the Trust Manager only with in the consent of form and substance approved;
b) the Adviser. The Adviser consents Manager shall be fully responsible for preparing and delivering all communications to the its investors or prospects as required by, and in accordance with, all applicable laws;
c) this permission to use by the Trust of the Mainspring’s name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as service xxxx will be revoked automatically: (i) on termination of this Contract shall remain in full force Agreement and (ii) should Mainspring (at its sole discretion) notify the Trust Manager that such use of name contravenes any applicable laws. Upon such revocation, the Manager shall fully performforthwith cease to use Mainspring’s name and trademark; and
d) without prejudice to Clause 25, fulfill and comply the Manager shall indemnify Indemnified Persons against any Losses paid, suffered, incurred or made against the Indemnified Persons as a result of or in connection with all provisions of this Contract expressed herein to be performed, fulfilled any use or complied with by it. No such name shall be used misuse by the Trust at Manager of Mainspring’s name (and any time derivatives thereof) or in any place or for any purposes or under any conditions except as provided trademark. The indemnity set out in this section. The foregoing authorization by Clause 32.2 shall survive the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itAgreement.
Appears in 1 contract
Samples: Custody Agreement
Use of Name. The Adviser owns All uses of the name names “Xxxxxxx”, “Xxxxxxx Bros.”, “Xxxxxxx FundsBros. Building Materials”, “Xxxxxxx West”, “Aggregate Concrete Testing” which may be used by the Trust only with the consent and any derivations thereof (including any Intellectual Property related thereto) are assets of the AdviserGroup Companies and, as such, are being transferred to Buyer hereunder (collectively, the “Company Names”). The Adviser consents Seller agrees that it will not take any action that reasonably could be expected to adversely affect Buyer’s or any Group Company’s right to the Company Names or cause confusion with respect to Buyer’s, any Group Company’s or any of their Affiliates’ use of the Company Names. All goodwill with respect to the use by the Trust of the Company Names shall inure to the benefit of Buyer, the Group Companies and their Affiliates and neither any Shareholder Party nor any of their respective Affiliates shall have any rights to xxx or recover against any Person with respect to the use of those names. Except as permitted pursuant to the License, immediately following the Closing, Seller shall coordinate with Buyer to file all required documents with the applicable Governmental Authorities to (a) change any name “Xxxxxxx Xxxxxxx Funds” of any Affiliate of Seller to a new name bearing no resemblance to its present name so as to make such Affiliate’s present name available to Buyer and (b) withdraw any applications for use of any dba or any other assumed name embodying in each jurisdiction in which an Affiliate of Seller has filed for the name “Xxxxxxx Xxxxxxx” into right to use such forms as name(s). From and after the Adviser shall in writing approve, but only on condition Closing Date and for so long as the Seller and its applicable Affiliates are in compliance with the License (i) this Contract shall remain in full force such period, the “License Term”), the Buyer grants the Seller and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive certain Affiliates set forth on Section 6.05 of the right of Disclosure Schedules a royalty-free, fully-paid-up, non-exclusive, non-transferable license (the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others “License”) to use the same; names set forth on, and in connection with, and solely to the Trust acknowledges and agrees that as between the Adviser and the Trustextent of, the Adviser has the exclusive right so to usebusinesses described on, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality Section 6.05 of the foregoingDisclosure Schedules. Upon the expiration of the License Term, the Trust agrees thatSeller, upon any termination each Shareholder Party, and each of this Contract by either party or upon the violation of any their respective Affiliates shall, and each Holdco Seller shall cause Seller and each of its provisions by Affiliates to, cease all use of and be prohibited from using the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itCompany Names.
Appears in 1 contract
Use of Name. (a) The parent company of the Adviser owns the names and marks “JOHCM” and licenses the name “Xxxxxxx Xxxxxxx FundsX X Xxxxxx,” each of which may be used by the Trust only with the consent of the Adviser. .* The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsJOHCM Funds Trust” or any other name embodying the name “Xxxxxxx Xxxxxxx” JOHCM”, “X X Xxxxxx”, or any such other name(s) affiliated with the Adviser, or other tradename(s) of the Adviser, into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. * The parties note the existence of separate contractual licensing arrangements between the Trust and the Adviser, or its affiliates, with respect to other names associated with the Trust and the Funds.
(b) The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section section.
(including, without c) Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such namenames, or otherwise use the name “Xxxxxxx XxxxxxxJOHCM”, “X X Xxxxxx” or any other reference to the Adviser, or any such other name(s) affiliated with the Adviser, or other tradename(s) of the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Use of Name. (a) The Adviser owns Trading Advisor hereby consents to the non-exclusive use by the Trading Company of (a) the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only GMF”, with the consent of the Adviser. The Adviser consents respect to the use by Trading Company and (b) the Trust of names “Grinham” and “Grinham Managed Funds Pty. Ltd” in any documentation regarding the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approveTrading Company, but only on condition and so long as the Trading Advisor serves as a trading advisor to the Trading Company. Each of the Trading Company and the Trading Manager agree to indemnify and hold harmless the Trading Advisor, its partners, directors, officers, affiliates, employees and agents from and against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, attorneys’ fees and disbursements, which may arise out of the Trading Company’s or the Trading Manager’s misuse of the names “GMF”, “Grinham” and “Grinham Managed Funds Pty. Ltd” or out of any breach of, or failure to comply with, this Section 20.
(b) Upon termination of this Agreement, the Trading Company, at its expense, as promptly as practicable: (i) this Contract shall remain take all necessary action to cause the Offering Memoranda and organizational documents of the Trading Company to be amended in full force order to eliminate any reference to “GMF”, “Grinham” or “Grinham Managed Funds Pty. Ltd” (except to the extent required by law, regulation or rule); and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein cease to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or use in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to useother manner, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violationbut not limited to, use its best efforts to change the name of the Trust so as to eliminate all referencein any sales literature or promotional material, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx XxxxxxxGrinham Managed Funds Pty. Ltd” or any other reference name, xxxx or logo type derived from it or similar to it (except to the Adviserextent required by law, regulation or rule). Such covenants All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the part day delivered, by facsimile on receipt confirmation, by email followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the Trust second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall be binding upon ithereafter designate in accordance with the terms hereof): if to the Trading Company: Xxxxxx Xxxxxxx Managed Futures GMF I, its trusteesLLC c/o Demeter Management Corporation Managed Futures Department 000 Xxxxx Xxxxxx, officers00xx Xxxxx Xxx Xxxx, stockholdersXX 00000 Attn: Xxxxxx Xxxxx Facsimile: 000-000-0000 Xxxxx.Xxxxx@xxxxxxxxxxxxx.xxx if to the Trading Manager: Demeter Management Corporation Managed Futures Department 000 Xxxxx Xxxxxx, creditors and all other persons claiming under or through it.00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: 000-000-0000 With a copy to: Xxxxxx & Bird LLP 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx Facsimile: (000) 000-0000 if to the Trading Advisor: Grinham Managed Funds Pty. Ltd 00 Xxxxxxxxxx Xx P.O. Box 744 Crows Nest, NSW 2065 Attention: Xxxx Power Facsimile: 612 8238 9499 Email: xxxx.xxxxxXxxx.xxx.xx
Appears in 1 contract
Samples: Advisory Agreement (Morgan Stanley Managed Futures HV, L.P.)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx" and the initials "MCBT," which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx Business Trust" and "MCBT All Countries World ex U.S. Fund" or any other name embodying the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or the initials "MCBT," into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Currie Martin Business Trust)
Use of Name. The Adviser owns (a) Each Seller agrees, and agrees to cause each of its Affiliates, as of, and after, the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent of the Adviser. The Adviser consents Closing, to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain amend their respective certificates of incorporation or other appropriate documents (including in full force connection with the Bankruptcy Cases or in any other legal case or proceeding in which any Seller is a party and for the purpose of winding up Sellers and their estates) which are required to change their respective corporate name to a new name that is, in Buyer’s reasonable judgment, sufficiently dissimilar to their respective present name so as to avoid confusion and make their respect present name available to Buyer and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx XxxxxxxAgileThought” or any other reference name confusingly similar thereto for any purpose.
(b) During the period from and after the Closing Date until the earlier of the valid termination of this Agreement pursuant to Article X and the last Mexican Delayed Closing (the “Interim Closing Period”), Buyer shall (i) continue to publish, operate and make accessible to the Adviser. Such covenants Group Companies the internal and external domains that were published, operated and made accessible by or on behalf of any Group Company prior to the part Closing Date (the “Continued Domains”) and (ii) provide the Group Companies and their respective designees with access to and use of such Continued Domains in the same manner and for the same purpose as such parties accessed and used same on an internal basis prior to the Closing Date, and shall allow and enable such access and use, in each case, (A) without cost, fee or other obligation and (B) subject to reasonable downtime of such internal domains due to scheduled maintenance thereof or the application of required updates thereto.
(c) During the Interim Closing Period, Buyer (i) hereby grants the Group Companies and their respective designees at no additional cost the right to continue to use the AgileThought Names in connection with the operation of the Trust Business in a manner consistent with the Group Companies’ use thereof prior to the Closing Date, and (ii) shall be binding upon itcontinue to operate and make accessible the XxxxxXxxxxxx.xxx email address servers as such servers were operated and made available by or on behalf of any Group Company prior to the Closing Date and shall provide the Group Companies and their respective designees with access to and use of such servers in the same manner and for the same purpose as such parties accessed and used same prior to the Closing Date, its trusteesand shall allow and enable such access and use, officersin each case, stockholders(x) without cost, creditors fee or other obligation and all other persons claiming under (y) subject to reasonable downtime of such internal domain due to scheduled maintenance thereof or through itthe application of required updates thereto.
Appears in 1 contract
Use of Name. The Adviser owns (a) Purchaser hereby acknowledges that all right, title and interest in and to the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only Faneuil”, together with all variations and acronyms thereof and all Trademarks containing, incorporating or associated with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” foregoing, or any other name embodying that suggests a relationship with the Company or any of its Affiliates (collectively, the “Retained Names and Marks”) are owned exclusively by the Company or one or more of its Affiliates, and that, except as expressly provided below, any and all right of the Business or Purchaser to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Company or one or more of its Affiliates, along with any and all goodwill associated therewith. Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein.
(b) Effective upon the Closing, the Company hereby grants to Purchaser a world-wide, royalty-free, nonexclusive, nontransferable (except as permitted by Section 11.06) license to use the name “Xxxxxxx XxxxxxxFaneuil” into solely in the form of “Faneuil, a TTEC Company” (the “Licensed Mxxx”) solely in connection with the operation of the Business as currently conducted. Purchaser may grant sublicenses of the license granted under this Section 6.14 to a third party service provider in connection with the operation of the Business for the benefit of Purchaser and its Affiliates (and not for such forms as the Adviser third party’s independent benefit); provided that, in each case, such sublicense shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein contain an agreement to be performedbound by all applicable obligations of Purchaser under this Agreement relating to the right and license that is the subject of such sublicense, fulfilled or complied with by it. No such name including confidentiality obligations, and Purchaser and its Affiliates shall be used by the Trust at any time or in any place or liable hereunder to Asset Seller for any purposes action or under any conditions except failure to act by such sublicensee.
(c) Purchaser shall ensure that all uses of the Licensed Mxxx as provided in this sectionSection 6.14 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Licensed Mxxx xxxxx to the Closing. The foregoing authorization Any and all goodwill generated by the Adviser use of the Licensed Mxxx under this Section 6.14 shall inure solely to the Trust benefit of the Company. Purchaser shall not (i) use the Licensed Mxxx hereunder in any manner that may damage, impair or tarnish the reputation of the Company or its Affiliates (or the goodwill associated with the Licensed Mxxx); or (ii) contest or challenge the ownership or validity of the Licensed Mxxx. Purchaser shall take any reasonable actions as directed by the Company with respect to use said name and initials as part of a business or name is not exclusive of the right Licensed Mxxx to minimize confusion between Purchaser’s operation of the Adviser itself to useBusiness and the Retained Business.
(d) Purchaser agrees that the Company and its Affiliates shall have no responsibility for claims by third parties arising out of, or to authorize others to userelating to, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality Purchaser of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months Licensed Mxxx after the Adviser has knowledge of such termination or violation, use its best efforts Closing. In addition to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under available remedies, other than any liabilities arising out of the use of the use of the Retained Names and Marks by the Company prior to or through following Closing, Purchaser shall indemnify and hold harmless the Company, its Affiliates, and their successors and assigns from and against any and all such claims that may arise out of the use of the Licensed Mxxx by Purchaser (i) in accordance with the terms and conditions of this Section 6.14, other than such claims that the Licensed Mxxx Infringes the Intellectual Property rights of any third party; or (ii) in violation of or outside the scope permitted by this Section 6.14. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 6.14, the Company, in addition to any other remedies available to it, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining the Business or Purchaser from any such breach or threatened breach.
Appears in 1 contract
Use of Name. The Adviser owns Anything herein to the contrary ----------- notwithstanding, no interest in or right (except as permitted below) to use the name “Xxxxxxx Xxxxxxx Funds” which may "USF Re" or any derivation thereof or any logo, trademark or trade name including such name (collectively, the "Retained Names and Marks") shall be used ------------------------ retained by the Trust only with Company following the consent Closing. The Purchaser shall cause the Company to promptly file such documents as are necessary and appropriate to change its corporate name so as not to contain "USF", including, without limitation, amendments to the Charter of the AdviserCompany, and amendments to all filings made by the Company to qualify to do business as a foreign corporation and amendments to all filings made by the Company with insurance regulatory authorities in order to be licensed or authorized to write reinsurance or insurance. Notwithstanding the foregoing, the Company shall be entitled, without any payment therefor, (x) for a period of one hundred eighty days following the Closing to use any materials existing on the Closing Date that bear any Retained Name or Xxxx or any name, xxxx or logo similar thereto, in each case when the removal of any Retained Name or Xxxx or any such similar name, xxxx or logo would be impractical or to allow time for the ordering and delivery of any new materials, which orders the Purchaser agrees to place as promptly as practicable, and (y) for a period of eighteen months following the Closing to use the name "USF Re Insurance Company" in connection with its efforts to renew existing Reinsurance Agreements, including the use of such name on such renewal contracts. The Adviser consents Purchaser agrees that the Seller shall have no responsibility for claims by third parties arising out of or relating to the use by the Trust Company or the Purchaser of any Retained Name or Xxxx after the Closing, and the Purchaser agrees to defend, indemnify and hold harmless the Seller from any and all claims that may arise out of the name “Xxxxxxx Xxxxxxx Funds” use thereof by the Company or the Purchaser whether or not in accordance with this Agreement (other than claims of any other name embodying third party relating to the name “Xxxxxxx Xxxxxxx” into Company's right to use any Retained Name or Xxxx, unless such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name use shall be used materially different from the use of the Retained Names and Marks by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser Company prior to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itClosing).
Appears in 1 contract
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx" and the initials "MCBT," which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx Business Trust" and "MCBT EMEA Fund" or any other name embodying the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or the initials "MCBT," into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Currie Martin Business Trust)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” which may be used by the Trust only with the consent As licensee of the Adviser. The Adviser consents rights to use and sublicense the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Mount Yale" trademark and any derivatives thereof or logo associated with the name, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the Mount Yale name and mark as part of the Fund's name (the "Fund Name"), and (ii) in coxxxxtion with the Fund's investment products and services, in each case only for so long as this Agreement, any other investment advisory agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser's business as investment manager (the "Adviser's Successor")), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser is a licensee of the Mount Yale name and mark, provided, however, that the Adviser agrees to use its best xxxxrts to maintain its license to use and sublicense the Mount Yale name and mark. The Fund agrees that it shall have no right to sublicense ox xxsign rights to use the Mount Yale name and mark, it shall acquire no interest in the Mount Yale name and marx xxher than the rights granted herein and that the Fund shall xxx challenge the validity of the Mount Yale name and mark or the ownership thereof. The Fund further agrees that all sxxxxces and products it offers in connection with the Mount Yale name and mark shall meet commercially reasonable standards of quality, as xxx be determined by the Adviser from time to time. At the Adviser's reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to any trademark infringement action) the Adviser and/or enter the Fund as a registered user thereof. At such time as this Agreement or any other investment advisory agreement shall no longer be in effect between the Adviser (or the Adviser's Successor) and the Fund, or the Adviser no longer is a licensee of the Mount Yale name and mark, the Fund shall (to the extent that, and as soon as, it lawfxxxx can) cease to use the Fund Name or any other name embodying indicating that it is advised by, managed by or otherwise connected with the Adviser (or the Adviser's Successor). In no event shall the Fund use the Mount Yale name and mark or any other name or mark confusingly similar thereto (incluxxxx, but not limited to, xxx name or mark that includes the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i"Mount Yale") if this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled Agreement or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as anx xxher investment advisory agreement between the Adviser (or the Adviser's Successor) and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itFund is terminated.
Appears in 1 contract
Samples: Investment Advisory Agreement (Mount Yale Opportunity Fund, LLC)
Use of Name. 32.1 The Adviser owns Manager may use Mainspring’s name, and disclose the fact that Mainspring has been appointed to provide the Services. Mainspring may mention that the Manager is a client in any marketing materials, including displaying their logos, in any client lists electronic or otherwise. For all other purposes, a Party is required to obtain the other Party's prior written consent.
32.2 For so long as this Agreement is in effect, Mainspring grants the Manager a revocable, non-exclusive, non-transferable, licence to use Mainspring’s name “Xxxxxxx Xxxxxxx Funds” and trademark in the offering documentation of the Manager (and any amendments thereof), any registration statements or other filings, forms or reports required under applicable laws (to the extent such use is necessary to make any disclosures thereunder not misleading) and in any promotional or sales related materials relating to the Manager. Such permission is granted subject to the following conditions:
a) the Manager will provide Mainspring with templates of any materials in which such name or trademark is used a reasonable time in advance of initial use (not to be shorter than 10 Business Days). Any such materials may only be used by the Manager if it has been approved by Mainspring (in its sole discretion). Once Mainspring provides its approval, such materials may be used by the Trust Manager only with in the consent of form and substance approved;
b) the Adviser. The Adviser consents Manager shall be fully responsible for preparing and delivering all communications to the its investors or prospects as required by, and in accordance with, all applicable laws;
c) this permission to use by the Trust of the Mainspring’s name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as service xxxx will be revoked automatically: (i) on termination of this Contract shall remain in full force Agreement and (ii) should Mainspring (at its sole discretion) notify the Trust Manager that such use of name contravenes any applicable laws. Upon such revocation, the Manager shall fully performforthwith cease to use Mainspring’s name and trademark; and
d) without prejudice to Clause 25 the Manager shall indemnify Indemnified Persons against any Losses paid, fulfill and comply suffered, incurred or made against the Indemnified Persons as a result of or in connection with all provisions of this Contract expressed herein to be performed, fulfilled any use or complied with by it. No such name shall be used misuse by the Trust at Manager of Mainspring’s name (and any time derivatives thereof) or in any place or for any purposes or under any conditions except as provided trademark. The indemnity set out in this section. The foregoing authorization by 32.2 shall survive the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itAgreement.
Appears in 1 contract
Samples: Custody Services Agreement
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx" and the initials "MCBT," which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx Business Trust" and "MCBT Greater China Fund" or any other name embodying the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or the initials "MCBT," into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Currie Martin Business Trust)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx" and the initials "MCBT," which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” "Xxxxxx Xxxxxx Business Trust" and "MCBT Global Equity 4 Fund" or any other name embodying the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or the initials "MCBT," into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" and will not thereafter transact any business in a name containing the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” "Xxxxxx Xxxxxx" or initials "MCBT" or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Currie Martin Business Trust)
Use of Name. The Adviser owns Sub-advisor hereby grants the Advisor and the Trust a limited, non-exclusive, revocable, non-transferrable license to use in the United States the name “Xxxxxxx Xxxxxxx FundsFederated” which in its promotion of each Fund, provided the use of such name is approved by the Sub-advisor in advance in writing. Such license is conditioned upon the engagement of the Sub-advisor, or a successor thereto or affiliate thereof, as the investment sub-advisor to the Fund, and does not include the right to allow third parties (other than the Fund) to use such name. The name “Federated” is the property of the Sub-advisor (or its affiliates) and may be used from time to time in other connections and for other purposes by the Trust only with Sub-advisor and any of its affiliates. The Sub-advisor may require a Fund and the consent Advisor to cease using “Federated” if the Sub-advisor, any successor thereto or any affiliate thereof, ceases to be engaged, for any reason, as investment sub-advisor of the Adviser. The Adviser consents Fund or if Advisor or the Trust fails to comply with any reasonable requirements provided from time to time in writing by Sub-advisor with respect to the use by of the “Federated” name. Neither the Advisor, the Trust nor the Fund shall retain any right to use of the name “Xxxxxxx Xxxxxxx FundsFederated” or any other name embodying after the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions termination of this Contract expressed herein to be performedAgreement. In the event of termination of this Agreement or the license herein, fulfilled or complied with by it. No such name the Fund and the Advisor shall, and shall be used by cause the Trust at Fund to, immediately cease any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by and all use of the Adviser to the Trust to use said “Federated” name and initials as part of a business or name is not exclusive of the right of the Adviser itself to useany name, mxxx, or to authorize others to usedomain name confusingly similar thereto, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting limitation, with respect to the generality of the foregoingFund and destroy any remaining unused sales literature, the statements, communications or other documents, whether written, printed or electronic, that contains such name. The Advisor and Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, agree to use its their best efforts to change ensure that the nature and quality of the services rendered in connection with such name and the Fund shall conform to the terms of this Agreement. Nothing in this Agreement is intended, or shall be construed, as preventing the Sub-advisor or its affiliates from using the Advisor’s, the Trust’s or the Fund’s name in any response to a request for information/proposal, and the Sub-advisor and its affiliates are expressly authorized to include the name of the Advisor, the Trust so or the Fund on a representative client list. Nothing in this Agreement is intended, nor shall be construed, as to eliminate all referencepreventing either the Sub-advisor (or its affiliates) or the Advisor, if anythe Trust or the Fund from using the names of Sub-advisor, to Advisor, the name “Xxxxxxx Xxxxxxx” and will not thereafter transact any business in a name containing Trust or the name “Xxxxxxx Xxxxxxx” Fund in any form regulatory filings or combination whatsoeverresponses to regulatory examinations, inspections or inquiries, or designate itself as subpoenas or other compulsory legal process. This Section 10 shall survive the same entity as or successor to an entity termination of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itthis Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Use of Name. The Sub-Adviser owns shall give the Fund, for the term of this Agreement, a royalty free, nonexclusive, nontransferable right to use the name “Xxxxxxx Xxxxxxx Funds” which may "J.P. Morgan" (hereinafter referred to as the "Mark") in the Unitex Xxxxes as part of the name of the Fund, xxxvided such name is approved by the Sub-Adviser in writing. Such right does not include the right to allow third parties to use the Mark except as specifically provided in this Agreement. The Xxxx shall not be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx Funds” or any other name embodying the name “Xxxxxxx Xxxxxxx” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust Fund at any time or in any place or plaxx xr for any purposes or under any conditions except as provided in this sectionSection 2(F). The foregoing forgoing authorization by the Sub-Adviser to the Trust Fund to use said name and initials as part of a business or name Mark is not exclusive of the right of the Sub-Adviser itself to use, xx use or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and . The Investment Adviser agrees that as between the Sub-Adviser and the TrustFund, the Sub-Adviser has the exclusive right so to use, use or authorize others to useuse the Mark, said name and initials and the Trust agrees Investment Adviser agree to take any such action as actixx xs may reasonably be requested by the Sub-Adviser to give full effect to the provisions of this section (including, without limiting Section 2(F). Neither the generality Fund nor the Investment Adviser shall retain any right to use of the foregoing, Mark after the Trust agrees that, upon any termination of this Contract by either party or upon the violation Agreement. Upon termination of any of its provisions by the Trustthis Agreement, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, Fund will use its best efforts to change the name of the Trust Fund so as to eliminate all reference, if any, reference to the name “Xxxxxxx Xxxxxxx” Mark and will not thereafter transact any business in a name containing xxxtaining the name “Xxxxxxx Xxxxxxx” Mark in any form or combination whatsoever, or (except as max xxherwise be required by law) designate itself as the same entity as or successor to an any entity of such name, or otherwise use the name “Xxxxxxx Xxxxxxx” Mark or any other reference to the Sub-Adviser. Further the Xxxx will immediately terminate all use of the Mark and destroy any remaining unused sales documentation, pxxxxtional, marketing, advertising or other written printed or electronic material or performance information that contains the Mark. The Fund agrees to use its best efforts to ensure that xxx nature and quality of the services rendered in connection with the Mark shall conform to the terms of this Agreement and any amxxxxents thereto. Such covenants on the part of the Trust Investment Adviser and the Fund shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through itsurvive termination of this agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Transamerica Idex Mutual Funds)
Use of Name. The Adviser owns the name “Xxxxxxx Xxxxxxx FundsXxxxxx Xxxxxx” and the initials “MCBT,” which may be used by the Trust only with the consent of the Adviser. The Adviser consents to the use by the Trust of the name “Xxxxxxx Xxxxxxx FundsXxxxxx Xxxxxx Business Trust” and “MCBT Pan European Select Fund” or any other name embodying the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or the initials “MCBT,” into such forms as the Adviser shall in writing approve, but only on condition and so long as (i) this Contract Agreement shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract Agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing authorization by the Adviser to the Trust to use said name and initials as part of a business or name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Adviser and the Trust, the Adviser has the exclusive right so to use, or authorize others to use, said name and initials and the Trust agrees to take such action as may reasonably be requested by the Adviser to give full effect to the provisions of this section (including, without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract Agreement by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Adviser made within six months after the Adviser has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or initials “MCBT” and will not thereafter transact any business in a name containing the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or initials “MCBT” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name “Xxxxxxx XxxxxxxXxxxxx Xxxxxx” or initials “MCBT” or any other reference to the Adviser. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Appears in 1 contract
Samples: Investment Advisory Agreement (Currie Martin Business Trust)