Common use of Use of Names and Marks Clause in Contracts

Use of Names and Marks. (a) Retailer hereby grants Bank during the Term, except as extended in accordance with Schedule 11.4, a nonexclusive, non-transferable, royalty-free license to use the Retailer Marks in connection with the establishment, administration and operation of the Program and the ownership and liquidation of the Accounts (including the exercise by Bank of all of its rights under this Agreement and under Applicable Law, and the fulfillment of all of Bank’s obligations under this Agreement and under Applicable Law). Bank’s use of the Retailer Marks shall be limited to the materials necessary to Bank’s administration of the Program (including applications, Cardholder Agreements, Credit Cards, billing statements, privacy disclosures and Cardholder correspondence), as well as to printed, electronic and broadcast matter advertising and promotion of the Program (collectively, “Program Materials”) and as otherwise provided for in this Agreement. Use of the Retailer Marks in connection with any Program Materials shall be subject to Retailer’s prior approval, which approval shall not be unreasonably withheld or delayed, and such Program Materials shall be used by Bank in all material respects as approved by Retailer; provided, that once such approval is received, and in the absence of a material alteration thereto or to the context in which such Retailer Marks are being used by Bank, no further review or approval shall be required for the continued use (including re-printing and re-distribution) of such Program Materials by Bank. Bank acknowledges that the Retailer Marks, all rights therein, and the goodwill associated therewith, are, and shall remain, the property of Retailer. Nothing herein shall give Bank any proprietary interest in or to the Retailer Marks, except the right to use the Retailer Marks in accordance with this Agreement, and Bank shall not contest Retailer’s title in and to the Retailer Marks as the same exist as of the date of this Agreement. Bank agrees to include Retailer Marks on all billing statements sent to Cardholders. (b) Without the prior consent of Bank (which consent shall not be unreasonably withheld or delayed), Retailer may not use Bank’s name (or the name of any affiliate thereof) or any related marks, logos or similar proprietary designations; provided, that Retailer may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program (or any credit-based promotion offered thereunder) by Retailer.

Use of Names and Marks. (a) Retailer hereby grants Bank during the Term, except as extended in accordance with Schedule 11.4, a nonexclusive, non-transferable, royalty-free license to use the Retailer Marks in connection with the establishment, administration and operation of the Program and the ownership and liquidation of the Accounts (including including, without limitation, the exercise by Bank of all of its rights under this Agreement and under Applicable Law, and the fulfillment of all of Bank’s obligations under this Agreement and under Applicable Law). Bank’s use of the Retailer Marks shall be limited to the materials necessary to Bank’s administration of the Program (including including, by way of example and not limitation, applications, Cardholder Agreements, Credit Cards, billing statements, privacy disclosures and Cardholder correspondence), as well as to printed, electronic and broadcast matter advertising and promotion of the Program (collectively, “Program Materials”) and as otherwise provided for in this Agreement. Use of the Retailer Marks in connection with any Program Materials shall be subject to Retailer’s prior approval, which approval shall not be unreasonably withheld or delayed, and such Program Materials shall be used by Bank in all material respects as approved by Retailer; provided, that once such approval is received, and in the absence of a material alteration thereto or to the context in which such Retailer Marks are being used by Bank, no further review or approval shall be required for the continued use (including re-printing and re-distribution) of such Program Materials by Bank. Bank acknowledges that the Retailer Marks, all rights therein, and the goodwill associated therewith, are, and shall remain, the property of Retailer. Nothing herein shall give Bank any proprietary interest in or to the Retailer Marks, except the right to use the Retailer Marks in accordance with this Agreement, and Bank shall not contest Retailer’s title in and to the Retailer Marks as the same exist as of the date of this Agreement. Bank agrees to include Retailer Marks on all billing statements sent to Cardholders. (b) Without the prior written consent of Bank (which consent shall not be unreasonably withheld or delayed), Retailer may not use Bank’s name (or the name of any affiliate thereof) or any related marks, logos or similar proprietary designations; provided, that Retailer may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program (or any credit-based promotion offered thereunder) by Retailer.

Use of Names and Marks. (a) Retailer hereby Company grants to Bank during the Term, except as extended in accordance with Schedule 11.4, a nonexclusive, non-transferable, royalty-free right and license to use the Retailer Company Marks during (i) the Term or any Wind Down Period in connection with the Bank’s establishment, marketing, administration and operation servicing of the Program, and (ii) any Tail Period, subject to the provisions of Section 10.3. Company agrees to promptly notify Bank if any changes are made to the Company Marks so that Bank may adjust the Program Materials at the next convenient opportunity to Bank. Company will pay the actual and reasonable expenses of Bank in modifying the Program Materials as a result of changes in the Company Marks; provided, that the parties will cooperate to minimize such expenses, including, as reasonably practicable, by agreeing to continue to use existing printed Program Materials until substantially depleted. Bank will use the Company Marks in accordance with the reasonable written instructions provided to Bank by Company. Bank is not acquiring any right, title or interest in the Company Marks, and will not take any action inconsistent with the Company’s ownership and liquidation of the Accounts (including the exercise by Bank of all of its rights under this Agreement and under Applicable Law, and the fulfillment of all of Bank’s obligations under this Agreement and under Applicable Law)Company Marks. Any goodwill arising from Bank’s use of the Retailer Company Marks shall be limited will inure solely to the materials necessary benefit of Company. (b) Subject to Bank’s administration Applicable Law and the Network Rules, use of the Program (including applications, Cardholder Agreements, Credit Cards, billing statements, privacy disclosures and Cardholder correspondence), as well as to printed, electronic and broadcast matter advertising and promotion of the Program (collectively, “Program Materials”) and as otherwise provided for in this Agreement. Use of the Retailer Company Marks in connection with any Program Materials shall materials contemplated by the license granted pursuant to the preceding Section will be subject to RetailerCompany’s prior approvalwritten approval (including by electronic mail), which approval shall will not be unreasonably withheld or delayedwithheld, and such Program Materials shall will be used by Bank in all material respects as approved by RetailerCompany; provided, that once such approval is received, and in the absence of a any material alteration thereto or by Bank with respect to the context in which such Retailer Marks are being used by Bankuse or placement of the Company Marks, no further review or approval shall will be required for the continued use (including re-printing and re-distribution) of such Program Materials by Bank. ; and provided, further, that Bank acknowledges that will have no obligation to submit for prior approval by Company any Cardholder correspondence or communication which refers to Company in the Retailer Marks, all rights therein, nominative sense and the goodwill associated therewith, are, and shall remain, the property of Retailer. Nothing herein shall give Bank any proprietary interest in or relates to the Retailer Marksadministration of the Program or the collection of Accounts, except so long as Bank’s use of the right to use the Retailer Marks “Company” name in accordance with this Agreement, and Bank shall not contest Retailer’s title in and any such correspondence or communication is limited to the Retailer Marks extent necessary to identify the Program to the Cardholders as the same exist as of the date of this Agreementsubject matter thereof. For clarity, Bank agrees will submit to include Retailer Marks on all billing statements sent to Cardholders. (b) Without the prior consent of Bank Company for its approval (which consent shall approval will not be unreasonably withheld or delayed)) the form of any standardized Cardholder correspondence Bank proposes to use as part of the Program; provided, Retailer may that Company’s approval will be limited to the placement of the Company Marks on such forms. (c) Company represents and warrants to Bank that it or its Affiliate owns the Company Marks, that Company has the right to grant the foregoing license and that Bank’s use of the Company Marks as authorized in this Agreement will not infringe the rights of any third party. (d) Bank hereby grants Company a non-exclusive, royalty-free right and license during the Term and any Wind Down Period to (i) use Bank’s name and marks to the extent necessary to comply with the disclosures required in connection with any Company-Generated Materials, (or ii) in connection with the name creation of any affiliate thereofCompany-Generated Materials, and (iii) as provided by Bank in connection with marketing and promoting the Program as contemplated hereunder. Any such use will be subject to the prior written consent of Bank, not to be unreasonably withheld. Bank agrees to promptly notify Company if any changes are made to the Bank name or marks so that Company may adjust any related marks, logos or similar proprietary designationsCompany-Generated Materials at the next convenient opportunity to Company. Bank will pay the actual and reasonable expenses of Company in modifying the Company-Generated Materials as a result of changes in the Bank name; provided, that Retailer may the parties agree to cooperate to minimize such expenses, including, as reasonably practicable, by agreeing to continue to use existing printed Company-Generated Materials until substantially depleted and by Company ordering only customary and reasonable stocks of such Company-Generated Materials. (e) Bank represents and warrants to Company that it or its Affiliates owns the Bank’s business namemarks, that Bank has the right to grant the foregoing license and that Company’s use of the Bank name or marks as authorized in this Agreement will not infringe the rights of any third party. (f) If either party sells or otherwise transfers any interest in the their respective names or marks to a third party, through liquidation or otherwise, the selling or transferring party will ensure that such sale or transfer is subject to the terms of this Agreement and to the other party’s license of, and right to use, such names or marks as provided for herein. (g) The parties will consult with each other before they, or any Affiliate or agent, draft any press release or public statement with respect to this Agreement or the Program and no such press release or public statement will be issued prior to receiving express written approval of the other, except, in the nominative senseeach case, in connection with any credit disclosure verbiage included in any advertising of the Program (or any credit-based promotion offered thereunder) as may be required by RetailerApplicable Law.

Use of Names and Marks. (a) Retailer hereby grants Bank during Except as expressly provided herein, in the TermAncillary Agreements or Section 4.7(b) of the Seller Disclosure Letter (or as the Buyer, except Seller and any of their respective Affiliates may otherwise agree in writing from time to time after the Closing), in no event shall (i) Buyer or any of its Subsidiaries (including after the Closing, the Companies and the Transferred Subsidiaries) have any right to use, nor shall Buyer or any of its Subsidiaries (including after the Closing, the Companies and the Transferred Subsidiaries) use, the Names and Source Identifiers set forth in Section 4.9(a)(i) of the Seller Disclosure Letter, or any other Names and Source Identifiers that are confusingly similar to such Names and Source Identifiers (other than after the Closing, the Companies and the Transferred Subsidiaries) (collectively, the “Seller Names and Marks” ), all of which are and shall remain the sole property of the members of the Seller Group or (ii) any member of the Seller Group have any right to use, nor shall any member of the Seller Group use, the Names and Source Identifiers set forth in Section 4.9(a)(ii) of the Seller Disclosure Letter, or any other Names and Source Identifiers that are confusingly similar to such Names and Source Identifiers (collectively, the “Transferred Names and Marks”). Notwithstanding the foregoing sentence, the Companies and the Transferred Subsidiaries may utilize in the conduct of the Business, and each member of the Seller Group may utilize in the conduct of their Retained businesses, existing stationery, business cards, signage, advertising materials, inventory, packaging, product, service and training literature, and other similar materials bearing the Seller Names and Marks (“Seller Materials”) or the Transferred Names and Marks (“Buyer Materials”), respectively, following the Closing until the existing supply of such items is depleted or, in the case of signage, until the date that is ninety (90) days from the Closing Date. Notwithstanding the foregoing, nothing in this Section 4.9(a) shall preclude any of the Companies or the Transferred Subsidiaries, or any member of the Seller Group, from use of the Seller Names and Marks or the Transferred Names and Marks, respectively, to the extent such use involves (i) the use of equipment and other similar articles used in the Business (or in the case of the Transferred Names and Marks, used in Retained Businesses of the members of the Seller Group), notwithstanding that they may bear one or more of the Seller Names and Marks or Transferred Names and Marks; (ii) the appearance of the Seller Names and Marks or Transferred Names and Marks, as extended in accordance with Schedule 11.4applicable, a nonexclusiveon any tools, non-transferabledies, royalty-free license to use the Retailer Marks engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data, materials or assets (including computer source code) that are used for internal purposes only in connection with the establishment, administration and operation Business (or in the case of the Program Transferred Names and Marks, used in Retained Businesses of the members of the Seller Group); (iii) the appearance of the Seller Names and Marks or Transferred Names and Marks, as applicable, in or on any Third Party’s publications, marketing materials, brochures, instruction sheets, equipment or products that were distributed in the ordinary course of business or pursuant to a contract prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such Third Party over which Buyer or the Companies and the ownership and liquidation Transferred Subsidiaries, on the one hand, or members of the Accounts Seller Group, on the other hand, has no control; or (including iv) the exercise by Bank of all of its rights under this Agreement and under Applicable Law, and the fulfillment of all of Bank’s obligations under this Agreement and under Applicable Law). Bank’s use of a Seller Name and Xxxx or Transferred Name and Xxxx in a non-trademark manner including for purposes of conveying to customers or the Retailer Marks shall be limited general public that the Business is no longer affiliated with Sellers, and/or to reference historical details concerning or make historical reference to the materials necessary to Bank’s administration of the Program (including applications, Cardholder Agreements, Credit Cards, billing statements, privacy disclosures and Cardholder correspondence), as well as to printed, electronic and broadcast matter advertising and promotion of the Program (collectively, “Program Materials”) and as otherwise provided for in this AgreementBusiness. Use of the Retailer Marks in connection with any Program Materials shall be The foregoing permitted uses are subject to Retailer’s prior approval(I) compliance by Buyer, which approval shall not be unreasonably withheld or delayed, the Companies and such Program Materials shall be used by Bank their Subsidiaries with the quality control requirements and guidelines in all material respects as approved by Retailer; provided, that once such approval is received, and in the absence of a material alteration thereto or to the context in which such Retailer Marks are being used by Bank, no further review or approval shall be required effect for the continued use (including re-printing Seller Names and re-distribution) of such Program Materials by Bank. Bank acknowledges that the Retailer Marks, all rights therein, and the goodwill associated therewith, are, and shall remain, the property of Retailer. Nothing herein shall give Bank any proprietary interest in or to the Retailer Marks, except the right to use the Retailer Marks in accordance with this Agreement, and Bank shall not contest Retailer’s title in and to the Retailer Marks as the same exist as of the date Closing Date and compliance by the members of this Agreement. Bank agrees the Seller Group with the quality control requirements and guidelines in effect for the Transferred Names and Marks as of the Closing Date and (II) to include Retailer Marks the extent reasonably practicable, the placement of a mutually agreed upon disclaimer on all billing statements sent to Cardholderssuch Seller Materials and Buyer Materials identifying in a readily observable manner that the Companies and the Transferred Subsidiaries, on the one hand, and Sellers, on the other hand, are no longer affiliated with each other. (b) Without Any goodwill arising from the prior consent use of Bank the Seller Names and Marks by Buyer, the Companies or the Transferred Subsidiaries shall inure to the benefit of Sellers. Any goodwill arising from the use of the Transferred Names and Marks by any member of the Seller Group shall inure to the benefit of Buyer. Neither Buyer nor any of its Subsidiaries (which consent including after the Closing, the Companies and the Transferred Subsidiaries) shall contest the ownership or validity of any rights of any member of the Seller Group in or to the Seller Names and Marks. No member of the Seller Group shall contest the ownership or validity of any rights of Buyer or any of its Subsidiaries in or to the Transferred Names and Marks. (c) The parties hereto acknowledge that any damage caused to any member of the Seller Group by reason of the breach by Buyer or any of its Subsidiaries (including after the Closing, the Companies and the Transferred Subsidiaries), or damage caused to Buyer or any of its Subsidiaries by reason of the breach by any member of the Seller Group, of this Section 4.9 would cause irreparable harm that could not be unreasonably withheld adequately compensated for in money damages alone. Therefore, each party agrees that, in addition to any other remedies, at law or delayedotherwise, Sellers or Buyer, whichever is so damaged, shall be entitled to an injunction issued by a court of competent jurisdiction restraining and enjoining any violation by Buyer or any of its Subsidiaries (including after the Closing, the Companies and their Subsidiaries), Retailer may or by any member of the Seller Group, as applicable, of this Section 4.9. Buyer further agrees, and will cause its Subsidiaries (including after the Closing, the Companies and the Transferred Subsidiaries) to further agree that, they will stipulate to the fact that any member of the Seller Group has been irreparably harmed by such violation and not use Bank’s name oppose the granting of such injunctive relief. Each Seller further agrees, and will cause the other members of the Seller Group to further agree that, they will stipulate to the fact that Buyer or any of its Subsidiaries (including after the Closing, the Companies and the Transferred Subsidiaries) have been irreparably harmed by such violation and not oppose the granting of such injunctive relief. In addition, Buyer hereby waives, and will cause its Subsidiaries (including after the Closing, the Companies and the Transferred Subsidiaries) to waive, any requirement for the securing or the name posting of any affiliate thereof) or any related marks, logos or similar proprietary designations; provided, that Retailer may use Bank’s business name, in the nominative sense, bond in connection with any credit disclosure verbiage included in any advertising such remedy. In addition, each Seller hereby waives, and will cause the other members of the Program (Seller Group to waive, any requirement for the securing or posting of any credit-based promotion offered thereunder) by Retailerbond in connection with such remedy.

Use of Names and Marks. (a) Retailer hereby grants Bank during the TermWaterfront shall present and Licensor will Approve prior to any use, except as extended in accordance with Schedule 11.4display, a nonexclusivepublication or broadcast of Licensor’s name, non-transferable, royalty-free license to use the Retailer Michaels’s name and likeness and any of Licensor’s Marks in connection with the establishment, administration and operation of the Program Service and the ownership advertising, promotion and liquidation sale thereof; and, during the Term, Licensor hereby grants Waterfront the non-exclusive worldwide right and license to use, display, publish and broadcast the Marks and to authorize others to do so, and to grant sublicense(s) (in accordance with Section l(b) of this Agreement) in connection with the Accounts Service and the advertising, promotion and sale thereof. Any use shall otherwise be consistent with any written guidelines provided by Licensor at any time during the Term governing the quality, form and content of use of these Marks, it being acknowledged by Licensor that any uses on which it has given its Approval under the terms of this Agreement (including the exercise by Bank of all of its rights under this Agreement marketing copy and under Applicable Law, and the fulfillment of all of Bank’s obligations under this Agreement and under Applicable Law). Bank’s use of the Retailer Marks campaigns pursuant to Section 7) shall be limited deemed to the materials necessary to Bankbe consistent with Licensor’s administration of the Program (including applications, Cardholder Agreements, Credit Cards, billing statements, privacy disclosures and Cardholder correspondence), as well as to printed, electronic and broadcast matter advertising and promotion of the Program (collectively, “Program Materials”) and as otherwise provided for in this Agreementguidelines. Use of the Retailer Marks in connection with any Program Materials Waterfront shall be subject to Retailer’s prior approval, which approval shall not be unreasonably withheld or delayed, and such Program Materials shall be used by Bank in all material respects as approved by Retailer; provided, that once such approval is received, and in the absence of a material alteration thereto or to the context in which such Retailer Marks are being used by Bank, no further review or approval shall be required for the continued use (including re-printing and re-distribution) of such Program Materials by Bank. Bank acknowledges that the Retailer Marks, all rights therein, and the goodwill associated therewith, are, and shall remain, the property of Retailer. Nothing herein shall give Bank any proprietary interest in or to the Retailer Marks, except have the right to use the Retailer URL(s) in the manner set forth above and solely for the purposes described in this Agreement. Waterfront’s license to use all of the above names, likenesses, Marks in accordance with and URLs will expire upon the expiration or termination of this Agreement, [ * ]. Waterfront acknowledges that Licensor owns Licensor’s Marks and Bank will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of Licensor’s right, title and interest in such Marks. Waterfront acknowledges that all use of Licensor’s Marks by Waterfront or its sublicensees and the goodwill associated therewith shall not contest Retailer’s title in and inure to the Retailer Marks as the same exist as benefit of the date of this Agreement. Bank agrees to include Retailer Marks on all billing statements sent to CardholdersLicensor. (b) Without Waterfront will not: (i) modify, alter or obfuscate the prior consent of Bank Marks, brands or URL(s); (which consent ii) use them in a manner that disparages Licensor in an otherwise improper or deceitful manner; or (iii) or use any trademark or domain name in any URL(s). Licensor acknowledges that any Approved uses shall not be unreasonably withheld (i) a modification, alteration or delayedobfuscation of the Licensor’s trademarks, brands or URL(s), Retailer may not (ii) disparaging of Licensor, or (iii) otherwise an improper or deceitful manner of use. Waterfront hereby acknowledges and agrees that it has no ownership of or rights to and hereby expressly assigns to Licensor any goodwill that accrues as the result of Waterfront’s use Bank’s name (or the name of any affiliate thereof) or any related marks, logos or similar proprietary designations; provided, that Retailer may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program (Licensor’s Marks, brands or any credit-based promotion offered thereunder) by RetailerURL(s).

Use of Names and Marks. (a) Retailer hereby grants Bank during the Term, except as extended provided in accordance with Schedule 11.4, a nonexclusive, non-transferable, royalty-free license to use the Retailer Marks in connection with the establishment, administration and operation of the Program and the ownership and liquidation of the Accounts (including including, without limitation, the exercise by Bank of all of its rights under this Agreement and under Applicable Law, and the fulfillment of all of Bank’s obligations under this Agreement and under Applicable Law). Bank’s use of the Retailer Marks shall be limited to the materials necessary to Bank’s administration of the Program (including including, by way of example and not limitation, applications, Cardholder Agreements, Credit Cards, billing statements, privacy disclosures and Cardholder correspondence), as well as to printed, electronic and broadcast matter advertising and promotion of the Program (collectively, “Program Materials”) and as otherwise provided for in this Agreement. Use of the Retailer Marks in connection with any Program Materials shall be subject to Retailer’s prior approval, which approval shall not be unreasonably withheld or delayed, and such Program Materials shall be used by Bank in all material respects as approved by Retailer; provided, that once such approval is received, and in the absence of a material alteration thereto or to the context in which such Retailer Marks are being used by Bank, no further review or approval shall be required for the continued use (including re-printing and re-distribution) of such Program Materials by Bank. Bank acknowledges that the Retailer Marks, all rights therein, and the goodwill associated therewith, are, and shall remain, the property of Retailer. Nothing herein shall give Bank any proprietary interest in or to the Retailer Marks, except the right to use the Retailer Marks in accordance with this Agreement, and Bank shall not contest Retailer’s title in and to the Retailer Marks as the same exist as of the date of this Agreement. Bank agrees to include Retailer Marks on all billing statements sent to Cardholders. (b) Without the prior written consent of Bank (which consent shall not be unreasonably withheld or delayed), Retailer may not use Bank’s name (or the name of any affiliate thereof) or any related marks, logos or similar proprietary designations; provided, that Retailer may use Bank’s business name, in the nominative sense, in connection with any credit disclosure verbiage included in any advertising of the Program (or any credit-based promotion offered thereunder) by Retailer.