1 Exhibit 10.10 TRADEMARK ASSIGNMENT AGREEMENT DATED AS OF July 31, 1992
1
Exhibit 10.10
TRADEMARK ASSIGNMENT AGREEMENT
DATED AS OF July 31, 1992
BY AND BETWEEN
XXXXX EQUIPMENT COMPANY,
as Assignor
AND
XXXXX MATERIAL HANDLING COMPANY,
as Assignee
2
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS ..................................................... 1
1.1 General ......................................................... 1
1.2 "Agreement" ..................................................... 2
1.3 "Assigned Marks" ................................................ 2
1.4 "Assumed Liabilities" ........................................... 2
1.5 "Eligible Goods and Services .................................... 2
1.6 "Marks" ......................................................... 2
1.7 "Registrations" ................................................. 3
1.8 "Retained Business" ............................................. 3
1.9 "Retained Marks" ................................................ 3
ARTICLE 2 INTELLECTUAL PROPERTY RIGHTS .................................... 3
2.1 Assignment ...................................................... 3
2.1.1 Grant ........................................................... 3
2.1.2 Delivery of Assignment Instruments .............................. 3
2.1.3 Amendment of Trademark Registrations ............................ 3
2.1.4 Use of Marks; Change of Names ................................... 4
2.2 Grant of License ................................................ 6
2.3 Reservation of Rights ........................................... 6
2.4 No Other Assignments, Licenses or Access ........................ 6
ARTICLE 3 DEFENSE AND MAINTENANCE ......................................... 6
3.1 Infringement Defense ............................................ 6
3.1.1 Notice and Control .............................................. 6
3.1.2 Procedure ....................................................... 7
3.2 Maintenance of Registrations .................................... 7
ARTICLE 4 WARRANTIES ...................................................... 7
(i)
3
Page
ARTICLE 5 INDEMNIFICATION ................................................. 7
5.1. Indemnification ................................................. 7
5.2 Assumed Liabilities ............................................. 8
ARTICLE 6 MISCELLANEOUS ................................................... 8
6.1 Notices ......................................................... 8
6.2 Successors and Assigns .......................................... 8
6.3 Amendment, Modification and Waiver .............................. 9
6.4 No Third Party Beneficiaries .................................... 9
6.5 Interpretation .................................................. 9
6.6 Legal Enforceability ............................................ 9
6.7 Governing Law ................................................... 9
6.8 Entire Agreement ................................................ 9
6.9 Expenses ........................................................ 10
6.10 Counterparts .................................................... 10
ARTICLE 7 TERMINATION OF LICENSE .......................................... 10
(ii)
4
SCHEDULES
1.3 ASSIGNED MARKS
1.7 REGISTRATIONS
2.1.2 FORM OF TRADEMARK ASSIGNMENT
2.2(a) LICENSED MARKS
2.2(b) LICENSE AGREEMENT
(iii)
5
TRADEMARK ASSIGNMENT AGREEMENT dated as of July 31, 1992, by and
between XXXXX EQUIPMENT COMPANY, a Delaware corporation (the "Assignor"), and
XXXXX MATERIAL HANDLING COMPANY, a Kentucky corporation (the "Assignee").
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings assigned to such terms in the Stock Purchase Agreement, and
all such definitions are expressly made a part of this Agreement as though fully
and completely set forth herein.
WHEREAS, Assignor, either directly or through the Other Sellers, owns
all of the issued and outstanding shares of capital stock of each member of the
CMH Group other than the Clarklift/Samsung Entities, and owns a portion of the
issued and outstanding shares of capital stock of each of the Clarklift/Samsung
Entities (collectively, the "Group Stock");
WHEREAS, Assignor and Terex Corporation, a Delaware corporation and the
parent company of the Assignee have entered into a Stock Purchase Agreement
dated as of May 27, 1992 (the "Stock Purchase Agreement"), providing for the
sale by Assignor to the Purchaser of the Group Stock, all on the terms and
subject to the conditions set forth in the Stock Purchase Agreement and the
Ancillary Agreements; and
WHEREAS, pursuant to the Stock Purchase Agreement, Assignor has agreed
to assign to Assignee, and Assignee has agreed to acquire from Assignor, rights
in certain marks owned by Assignor, in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
1.1 General. Unless the context indicates otherwise, the terms
"hereof", "herein" and "hereunder" as
6
used in this Agreement shall refer to this Agreement in its entirety and not to
any particular portion of this Agreement.
1.2 "Agreement" means this Trademark Assignment Agreement and all
Schedules and amendments and supplements, if any, hereto.
1.3 "Assigned Marks" means all rights in (i) the XXXXX Xxxx and all
Marks that incorporate the term "Xxxxx", but do not also include (x) the word
"Equipment," (y) the word "Components," or (z) any derivative of either
"Equipment" or "Components," for use in connection with Eligible Goods and
Services, and only for such use, in those countries listed on Schedule 1.7
hereto; (ii) each of the Registrations listed on Schedule 1.3 annexed hereto
which relates entirely or principally to Eligible Goods and Services, to the
extent, and only to the extent, such registration relates to the country, and
the Eligible Goods and Services indicated on said Schedule as to such
registration; and (iii) the right to register in countries set forth on Schedule
1.7 applications for registration, as set forth in Section 2.1.3(a) hereof, for
the XXXXX Xxxx and other Marks that incorporate the word "Xxxxx," but do not
also include (x) the word "Equipment," (y) the word "Components," or (z) any
derivative of either "Equipment" or "Components."
1.4 "Assumed Liabilities" means all liabilities arising from or related
to the use, in the conduct of the Business prior to the Closing Date, of any
Assigned Xxxx.
1.5 "Eligible Goods and Services" means forklift trucks, industrial
trucks, tow tractors, tuggers, powered hand trucks and walkies, as well as
parts, accessories and attachments relating to any of the foregoing, together
with services and activities incidental to the foregoing, to the extent
manufactured, sold and provided by Assignor exclusively with respect to the
Business immediately prior to the Closing Date, plus any new models of or
improvements to any of the foregoing products, but excluding transmissions,
transaxles, axles, brakes, torque converters and systems to transfer power, and
components and parts thereof and any other products, parts, components or
services manufactured, distributed, or provided by Assignor or any of its other
divisions or business units.
1.6 "Marks" means all domestic and foreign trademarks, service marks,
trade dress, and trademark and
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service xxxx registrations and applications therefor owned by Assignor on the
Closing Date.
1.7 "Registrations" means the domestic or foreign trademark or service
xxxx registrations for the XXXXX Xxxx and for the Marks that incorporate the
term "Xxxxx", and applications therefor, that are listed on Schedule 1.7
attached hereto.
1.8 "Retained Business" means any business engaged in by Assignor on
the Closing Date, or prior or subsequent thereto, other than the Business.
1.9 "Retained Marks" means all rights in and to the XXXXX Xxxx and any
other Marks owned by Assignor or in which Assignor has any rights, other than
the Assigned Marks.
ARTICLE 2
INTELLECTUAL PROPERTY RIGHTS
2.1 Assignment.
2.1.1 Grant. Effective as of the Closing Date, Assignor hereby assigns
and transfers to Assignee, and Assignee accepts, (a) all of Assignor's right,
title and interest in and to the Assigned Marks, together with the goodwill
associated with and symbolized by any Assigned Xxxx so assigned and transferred
and (b) the right to xxx for past infringement of any Assigned Xxxx.
2.1.2 Delivery of Assignment Instruments. As soon as practical after
the Closing Date, Assignor shall deliver to Assignee executed instruments of
assignment substantially in the form of the Trademark Assignment contained in
Schedule 2.1.2 annexed hereto, with respect to any Registration which is an
Assigned Xxxx.
2.1.3 Amendment of Trademark Registrations. (a) As soon as practical
after the Closing Date, to the extent permitted by applicable law, Assignor
shall file in the United States Patent and Trademark Office (the "PTO") and each
of the appropriate offices of the applicable foreign governments all instruments
necessary to apply for all amendments to each Registration, where applicable,
excluding Registrations on Schedule 1.3, so as to delete from its list of goods
and services any Eligible Goods and
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Services. Assignor shall use its commercially reasonable efforts to prosecute
each such application through to completion, and shall retain each Registration
with respect to all goods and services other than the Eligible Goods and
Services. Assignee shall have the right to file in the PTO and appropriate
foreign governmental agencies, for the countries set forth on Schedule 1.7
hereto, applications for registration of the XXXXX Xxxx and other Marks that
incorporate the term "Xxxxx," but do not also incorporate (i) the word
"Equipment," or (ii) the word "Components," or (iii) any derivative of
"Equipment" or "Components," with respect to the Eligible Goods and Services.
Assignor agrees to execute further documents necessary to effectuate this
provision, including but not limited to consents to use.
(b) As soon as practical after the Closing Date, to the extent
permitted by applicable law, Assignee shall file in the PTO and each of the
appropriate offices of the applicable foreign governments all instruments
necessary to apply for all amendments to each Registration on Schedule 1.3
relating principally but not entirely to Eligible Goods and Services, so as to
delete from its list of goods and services any goods and services that are not
Eligible Goods and Services. Assignee shall use its commercially reasonable
efforts to prosecute each such application through to completion, and shall
retain each Registration with respect to all Eligible Goods and Services. As to
each such Registration in connection with which Assignee files for an amendment,
Assignor shall have the right to file, in the country issuing said Registration,
an application for a registration of the xxxx in question for goods and services
other than Eligible Goods and Services. Assignee agrees to execute further
documents necessary to effectuate this provision, including but not limited to
consents to use.
2.1.4 Use of Marks; Change of Names. (a) From and after the Closing
Date, Assignee shall be entitled to use all of the Assigned Marks in accordance
with the terms hereof. Assignee will, as promptly as practicable following the
Closing Date, remove or obliterate all the Retained Marks from its signs,
purchase orders, invoices, sales orders, labels, letterheads, shipping documents
and other materials, and Assignee shall not put into use after the Closing Date
any such materials not in existence on the Closing Date that bear any Retained
Xxxx or any Xxxx similar thereto (except that this provision shall not diminish
Assignee's right to use the Assigned Marks or any variation thereof).
Notwithstanding the foregoing, Assignee may (a)
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deplete all inventory, work-in-process, parts and materials existing on the
Closing Date which use any Retained Xxxx or a xxxx similar thereto, (b) for a
period of ninety (90) days following the Closing Date, deplete all stationery,
invoices and other paper goods existing on the Closing Date which use any
Retained Xxxx or a xxxx similar thereto, and (c) use (but shall deplete as
promptly as reasonably practical) all packaging, brochures and parts manuals
existing on the Closing Date which use any Retained Xxxx or a xxxx similar
thereto; provided, however, that in each case Assignee shall place or cause to
be placed on any such item a xxxxx, xxxx or other notation identifying the
Business as a business of the CMH Group (and not of CEC); and provided, further,
that in no event shall Assignee or any member of the CMH Group reorder any of
the foregoing items. Nothing in this provision shall diminish Assignee's right
to use any Assigned Marks or any variation thereof.
(b) From and after the 40th Business Day following the Closing Date,
Assignee shall not, nor shall any entity affiliated with Assignee, use any trade
name or Xxxx that incorporates both the term "Xxxxx" and (i) the term
"Equipment," or (ii) the term "Components," or (iii) any derivative of
"Equipment" or "Components." Within 40 Business Days after the Closing Date,
Assignee shall cause each of the members of the CMH Group set forth below to
change its corporate name to the name set forth opposite such corporation below:
CMH Group Member New Corporate Name
---------------- ------------------
Xxxxx Equipment GmbH Xxxxx Material Handling
GmbH
Xxxxx Components International Xxxxx Material Handling
Inc. International Inc.
Xxxxx France Manutention X.X. Xxxxx Material Handling
France Manutention X.X.
Xxxxx Maquinaria X.X. Xxxxx Material Handling
Maquinaria X.X.
Xxxxx Components Korea, Inc. Xxxxx Material Handling
Korea, Inc.
2.2 Grant of License. Notwithstanding any other provision of this
Agreement, with regard to the Marks set forth on Schedule 2.2(a) annexed hereto
(the "Licensed
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Marks"), the provisions of the terms and conditions of the "License Agreement,"
annexed hereto as Schedule 2.2(b), shall control.
2.3 Reservation of Rights. Assignor reserves all rights in Marks not
specifically granted to Assignee pursuant to this Agreement.
2.4 No Other Assignments, Licenses or Access. Except as expressly
provided in this Agreement, Assignee is granted no assignments, licenses or
rights by implication or otherwise in technology, business information,
trademarks or other intellectual property rights owned, controlled or used by
Assignor. Assignee acquires no rights hereunder in the Retained Marks.
ARTICLE 3
DEFENSE AND MAINTENANCE
3.1 Infringement Defense.
3.1.1 Notice and Control. In the event that either party hereto or any
of its affiliates or subsidiaries becomes a defendant in an infringement action
commenced by a third party, and related to one or more of the Assigned Marks or
the Retained Marks, said party shall promptly notify the other party in writing.
In such case, Assignor and Assignee shall confer with regard to all material
aspects of the defense. In the event that any claim in the action is for
infringement of an Assigned Xxxx, Assignee shall control the defense and bear
the expense for such claim, and in the event any claim is for infringement of a
Retained Xxxx, Assignor shall control the defense and bear the expense for such
claim. In either event, if the resolution of any such action could adversely
affect any of the Retained Marks, Assignor shall have the right to control the
defense of that portion of the action which so relates to or affects the
Retained Marks, and if it could adversely affect any of the Assigned Marks,
Assignee shall have the right to control the defense of that portion of the
action which so relates to or affects the Assigned Marks. If either party elects
not to defend and control the defense of a claim which it has the right to
defend hereunder, then the other party shall have the right to defend and
control the defense of such claim at its sole expense.
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3.1.2 Procedure. The parties hereto shall cooperate with each other at
all times in connection with any infringement action under this Section 3.1. If
only one of the parties is participating in such action, then the other party's
cooperation shall be at no out-of-pocket expense to such other party.
3.2 Maintenance of Registrations. After the Closing Date, Assignee may
pursue, maintain, or renew any rights it has received under this Agreement in
the Assigned Marks, but it shall have no obligation to do so.
ARTICLE 4
WARRANTIES
Except as set forth in the Stock Purchase Agreement, Assignor makes no
warranties or representations.
ARTICLE 5
INDEMNIFICATION
5.1. Indemnification. (a) Assignee hereby agrees to indemnify, defend
and hold harmless Assignor and its subsidiaries and affiliates and their
respective directors, officers, employees, agents and attorneys, from and
against any claim directly or indirectly resulting from, arising out of, or
related to the use by Assignee or any subsidiary or affiliate thereof, whether
or not in accordance with this Agreement, of (i) any Retained Xxxx, Assigned
Xxxx, or similar Xxxx, or (ii) any name using the term "Xxxxx."
(b) Assignor hereby agrees to indemnify, defend and hold harmless
Assignee and its subsidiaries and affiliates and their respective directors,
officers, employees, agents and attorneys, from and against any claim directly
or indirectly resulting from, arising out of, or related to the use by Assignor
or any subsidiary or affiliate thereof, whether or not in accordance with this
Agreement, of (i) any Retained Xxxx, Assigned Xxxx, or similar Xxxx, or (ii) any
name using the term "Xxxxx."
5.2 Assumed Liabilities. Upon the terms and subject to the conditions
set forth in this Agreement and in addition to any other liabilities otherwise
expressly
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assumed by Assignee pursuant to this Agreement, Assignee hereby confirms that it
has assumed and agreed to pay, perform and discharge forthwith any and all
Assumed Liabilities.
ARTICLE 6
MISCELLANEOUS
6.1 Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if delivered in person or sent by telecopy
or by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
(a) if to the Assignor, Xxxxx Equipment Company
to it at: 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxx 00000
Telecopy No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Vice President and
General Counsel
with a copy to: White & Case
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx, Xx.,
Esq.
(b) if to the Assignee, Xxxxx Material Handling
to it at: Company
000 Xxxx Xxxx Xxxxxx,
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Telecopy No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx,
Esq.
General Counsel
6.2 Successors and Assigns. This Agreement may not be transferred,
assigned, pledged or hypothecated by Assignee without the prior written consent
of Assignor.
6.3 Amendment, Modification and Waiver. This Agreement may be amended,
modified or supplemented only by written agreement of the parties. Each party
hereto may, only by an instrument in writing, waive compliance by the
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other party hereto with any term or provision of this Agreement on the part of
such other party hereto to be performed or complied with. The waiver by either
party hereto of a breach of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach.
6.4 No Third Party Beneficiaries. This Agree- ment is solely for the
benefit of the parties hereto and is not intended to confer upon any other
person except the parties hereto any rights or remedies hereunder.
6.5 Interpretation. The Article and Section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement. Whenever any words are used herein in the masculine gender, they
shall be construed as though they were also used in the feminine gender in all
cases where it would so apply.
6.6 Legal Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
6.7 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.
6.8 Entire Agreement. This Agreement, including the Schedules and the
other agreements and documents referred to herein and incorporated herein by
reference, and the Stock Purchase Agreement shall constitute the entire
agreement between Assignor and Assignee with respect to the subject matter
hereof and shall supersede all previous agreements, negotiations, commitments
and writings with respect to such subject matter.
6.9 Expenses. Except as otherwise provided in this Agreement or the
Stock Purchase Agreement, Assignor and Assignee shall each pay their own costs
and expenses incurred (whether or not payable as of the Closing Date) in
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connection with the consummation of the transactions contemplated by this
Agreement, including without limitation the fees and expenses of their
respective counsel, financial advisors and accountants.
6.10 Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
ARTICLE 7
TERMINATION OF LICENSE
The grant of license set forth in Section 2.2 of the Intellectual
Property Agreement between CEC and CMHC
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dated as of March 31, 1992 is hereby terminated upon execution of this Agreement
by the parties hereto.
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties as of the day first above written.
XXXXX EQUIPMENT COMPANY
By /s/
--------------------------------------
Name:
Title:
WITNESS:
/s/
------------------------
XXXXX MATERIAL HANDLING COMPANY
By /s/
--------------------------------------
Name:
Title:
WITNESS:
/s/
------------------------
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SCHEDULE 1.3
ASSIGNED MARKS
I. UNITED STATES REGISTRATIONS
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
Xxxxx 165,644 01/05/08 Class 19 -
Motor
propelled
trucks
Xxxxx 166,313 01/05/08 Class 23 -
(Supp. Tractors
Reg.)
Xxxxx 507,796 03/22/99 Class 19 -
Power operated
industrial
material
handling
trucks used
merely to
transport
goods
Xxxxx 512,742 7/26/99 Class 23 -
Power operated
gas engine &
electric
battery
powered
industrial
material
handling
tractors for
use in local
plant
operations
Xxxxx 814,501 9/06/06 Class 35 -
Tires
17
Schedule 1.3
Page 2
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
Xxxxx 1,110,490 1/02/99 Int'l. Class 7
- Automated
storage/retrie-
val systems
consisting of
machines &
apparatus for
handling,
storing &
retrieving
materials &
parts therefor
18
Schedule 1.3
Page 3
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- ------- --------
Clarklift 660,744 4/22/58 Power Operated
Industrial Lift
Trucks
Clarktor 596,737 10/12/54 Towing Tractors
Xxxxx 718,718 7/18/61 Renting of
Rental Material
System Handling
Equipment
Xxxxx 939,080 7/25/72 Renting of
Rental Material
System Handling
Equipment,
Earth-Moving
and Loading
Machinery &
Truck-Trailers
19
Schedule 1.3
Page 4
II. FOREIGN REGISTRATIONS
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
Xxxxx D250,228 7/19/92 Class 16 -
(Australia) Printed
publications
relating to any of
the following,
namely:
Earthmoving
equipment,
construction
equipment, road
making & logging
equipment,
handling
equipment, &
machinery &
attachments
therefor,
forklifts & other
industrial
machines for
handling &
lifting; carrying
& stacking
vehicles,
tractors, freight
container handling
equipment &
vehicles &
attachments
therefore & power
shovels & cranes
20
Schedule 1.3
Page 5
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
Xxxxx B290,971 7/19/92 Printed
(Australia) publications
relating to any of
the following,
namely:
earthmoving
equipment,
construction
equipment, road
making & logging
equipment,
handling
equipment, &
machinery &
attachments
therefor,
forklifts & other
industrial
machines for
handling &
lifting; carrying
& stacking
vehicles,
tractors, freight
container handling
equipment &
vehicles &
attachments
therefor & power
shovels & cranes
Xxxxx 811941922 7/15/96 Class 7.20,
(Brazil) 7.25, 7.5 -
Digging
conveyor
tractors
(conveying
shovels), on
21
Schedule 1.3
Page 6
Regis- Goods/
Xxxx tration No. Exp. Date Services
----- ----------- --------- --------
tires, industrial
conveyor tractors
(conveying
shovels), on
tires; automotor
stackers,
self-propelled on-
tire hydraulic
cranes
Xxxxx 811941906 7/15/96 Classes 40.20 &
(Brazil) 40.25 -
Services: Renting
services of
digging conveyor
tractors on tires;
industrial
conveyor tractors
on tires,
automotor
stackers,
self-propelled on-
tire hydraulic
cranes, training
services of
operators for the
above products of
machinists of
mechanical &
servo-aid
transmission
maintenance, power
supply, steering
shafts &
propellers, torque
converters,
22
Schedule 1.3
Page 7
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
digging
conveyor
tractor on
tires,
industrial
conveyor
tractors, self-
propelled on-
tire hydraulic
cranes
Xxxxx 797,491 9/04/93 Xxxxxxx 0, 0,
(X. 0, 0, 00 -
Xxxxxxx) Material
handling &
transporting,
earthmoving &
construction
machinery
including power
operated lift
trucks, stackers,
pallet & platform
trucks, industrial
& towing tractors,
loader-backhoe
vehicles, straddle
carriers, tractor
shovels, front end
loaders, scrapers,
bulldozers, timber
& lumber handling
vehicles,
personnel
carriers,
trailers,
semitrailers,
freight
23
Schedule 1.3
Page 8
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
carriers, shipping
containers for use
with vehicles,
truck bodies &
parts, attachments
& accessories
therefor, namely
devices for
loading,
unloading,
transporting,
lifting, raking,
opening, pulling,
pushing,
compressing,
fastening,
turning, holding,
removing,
weighing, digging,
shovelling,
transporting,
emptying,
protecting,
excavating,
transferring,
placing on edge,
enclosing with
fence, clearing
away, ploughing,
compressing,
connecting,
twisting materials
& objects
Xxxxx 628,857 5/15/01 Class 12 -
(W. Power operated
Germany) industrial
material
24
Schedule 1.3
Page 9
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
handling trucks
used merely to
transport goods,
and power operated
gas engine and
electric battery
powered industrial
material handling
tractors for use
in local plant
operation
Xxxxx 418,718 9/13/03 Classes 7 & 12
(Italy) - Material
handling &
transporting,
earthmoving &
construction
machinery
including power
operated lift
trucks, stackers,
pallet & platform
trucks, industrial
& towing tractors,
loader-backhoe
vehicles, straddle
carriers, tractor
shovels, front end
loaders, scrapers,
bulldozers, timber
& lumber handling
vehicles,
personnel
carriers,
25
Schedule 1.3
Page 10
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------
trailers,
semitrailers,
freight carriers,
shipping
containers for use
with vehicles,
truck bodies &
parts, attachments
& accessories
therefor
26
Schedule 1.3
Page 11
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- ------- --------
Clarklift 136460 4/08/72 Power Operated
(Australia) Lift Trucks &
Towing
Tractors.
Clarklift 003179435 9/15/85 Power Operated
(Brazil) Lift Trucks &
Towing
Tractors.
Clarklift 719,858 4/02/78 Power Operated
(W. Lift Trucks &
Germany) Tractor Trucks.
Clarkstor 284927 12/27/72 Automatic
(Italy) Warehousing
Storage &
Retrieval Machines
& Control Units, &
Racks & Shelving
for Use Therewith.
Xxxxx A326615 02/01/79 Rental & Hiring
Rental of Material
System Handling
(Australia) Equipment being
Vehicles &
Machinery Used
for Transporta-
tion & Storage
of Goods.
Xxxxx B379340 02/01/79 Rental & Hiring
Rental of Vehicles
System Used for Soil
(Australia) Working, Earth
Moving, Timber
Processing,
Civil
27
Schedule 1.3
Page 12
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- ------- --------
Engineering
Construction,
Mining &
Agriculture.
Xxxxx 007044747 12/25/79 Renting of
Rental Material
System Handling
(Brazil) Equipment,
Earth Moving
Machinery &
Loading
Machinery.
Xxxxx 1205461 06/02/82 Renting of
Rental Material
System Handling
(France) Equipment,
Earth Moving &
Loading
Machinery &
Truck Trailers.
Xxxxx 989,207 04/02/79 Renting of
Rental Machines for
Systems Moving &
(W. Transporting
Germany) Machines &
Implements for
Moving &
Transporting of
Objects &
Materials, for
Earthmoving (also
as Construction
Machine) as well
as for Loading &
Unloading.
28
Schedule 1.3
Page 13
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- ------- --------
Xxxxx 327349 11/26/75 Renting of
Rental Material
System Handling
(Italy) Equipment,
Earth Moving &
Loading Machinery
& Truck Trailers,
Road Rolling
Machines,
Machinery for the
Spreading of Road
Materials &
Machinery for the
Spraying of Road
Materials.
29
SCHEDULE 1.7
REGISTRATIONS
With respect to each registration listed in this Schedule 1.7 wherein any
product, service or class of a product or service is listed in brackets,
Assignor shall file an application to amend seeking the deletion of all products
and services which appear in bold-face and the addition of all products and
services which are underlined.
I. UNITED STATES REGISTRATIONS
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
Xxxxx *165,644 01/05/08 Class 19 -
Motor
propelled
trucks
Xxxxx *166,313 01/05/08 Class 23 -
(Supp. Tractors
Reg.)
Xxxxx *507,796 03/22/99 Class 19 -
Power operated
industrial
material
handling
trucks used
merely to
transport
goods
Xxxxx * 512,742 7/26/99 Class 23 -
Power operated
gas engine &
electric
battery
powered
industrial
--------------------------
* Each registration marked with an asterisk shall be assigned to Assignee
pursuant to this Agreement.
30
Schedule 1.7
Page 2
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
material
handling
tractors for
use in local
plant
operations
Xxxxx * 814,501 19/06/06 Class 35 -
Tires
Xxxxx 1,026,003 6/02/95 [Int'l. Class
2 - Paint]
[Int'l. Class
3 - Battery
cleaners,
carburetor
cleanser &
degreasers]
Int'l. Class 4
-[Chain & cable
lubricants, metal
slide lubricants,
penetrating oils,
spray lubricants,
belt dressings,
engine
lubricants,]
transmission
lubricants,
[hydraulic
lubricants &
general purpose
lubricants]
[Int'l. Class
6 - Locks and
chains]
31
Schedule 1.7
Page 3
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
Int'l. Class 7 -
For mobile
machines the
following:
[Operator's cab
assemblies,
roll-over
protection
structures, guard
elements, seats,
heaters, locks,
hydraulic systems,
hydraulic
actuators,
hydraulic
cylinders,
hydraulic pistons,
hydraulic hose,
hydraulic fluid;
packing, guides,]
torque converters,
axles, axle
housings, [fork
truck mast
assemblies, forks,
chains, loader
buckets, & boom
assemblies]
[Int'l. Class
9 - Electric
Xxxxxx,
00
Schedule 1.7
Page 4
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
electric wire,
electric contact
tips, electric
lights, light
fixtures, backup
alarms, & fire
extinguishers]
[Int'x. Xxxxx
11 - Heaters]
Int'l. Class 12 -
For land vehicles
the following:
[new and
remanufactured
internal
combustion
engines, engine
accessories,
radiators,
adaptors,
bearings,
brackets,
bushings, clamps,
covers, cutting
edges, gussets,
bucket teeth,
lubrication
elements, wear
caps, controls,
couplers,
diaphragms, engine
governors,
pistons, rings,
pumps, sheaves,
sprockets, fan
33
Schedule 1.7
Page 5
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
belts, oil
filters, air
filters, forks,
gears, seals,]
torque converters,
[clutches,
universal joints,
differentials,
tires, instrument
panels, operators'
cab assemblies,
guard elements,
hydraulic
cylinders,
hydraulic hose,]
axles, [boom
assemblies; fuel
filters,
fasteners,
fittings, flanges,
gaskets, gages,
electrical
systems,
batteries,
armatures,
capacitors, wire
harness, meters,
electrical
instruments,
motors, coils,
condensers
connectors,
regulators,
relays, rotors,
solenoids, fuses,
34
Schedule 1.7
Page 6
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
switches, wiring,
yokes,]
transmissions,
[housings, loader
buckets, shafts,
sprags, impellers,
springs,] axle
housings.
[Wheels,] brakes,
(instruments,
roll-over
protection
structures,
hydraulic
actuators,
hydraulic pistons,
guides and fork
truck mast
assemblies]
[Int'l. Class
17 - Packings]
[Int'l. Class
20 - Seats]
35
Schedule 1.7
Page 7
Xxxxx-
Xxxx tration No. Exp. Date Goods/Services
---- ----------- --------- --------------
Xxxxx * 1,110,490 1/02/99 Int'l. Class 7
- Automated
storage/retrie-
val systems
consisting of
machines &
apparatus for
handling,
storing &
retrieving
materials &
parts therefor
Xxxxx 1,142,245 12/09/00 Int'l. Class 7
- [Front
loaders,
bulldozers,]
axles for
machines,
torque
converters for
machines,
[winches, and
parts
therefor]
Int'l. Class
12 - [Lift
trucks, pallet
trucks,
platform
trucks, towing
tractors,]
axles for land
vehicles,
transmissions
for land
vehicles, and
parts therefor
36
Schedule 1.7
Page 8
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- --------- --------------
Clarklift * 660,744 4/22/58 Power Operated
Industrial Lift
Trucks
Clarktor * 596,737 10/12/54 Towing Tractors
Xxxxx * 718,718 7/18/61 Renting of
Rental Material
System Handling
Equipment
Xxxxx * 939,080 7/25/72 Renting of
Rental Material
System Handling
Equipment,
Earth-Moving
and Loading
Machinery &
Truck-Trailers
37
Schedule 1.7
Page 9
II. FOREIGN REGISTRATIONS
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx A293773 1/28/97 Class 12 -
(Australia) Vehicles &
trailers for
soil-working,
earthmoving,
[materials
handling,] timber
handling, timber
processing, civil
engineering
construction,
mining,
agriculture,
horticulture,
transport &
personnel carrying
& parts, fittings
& accessories for
all the aforesaid,
the foregoing
goods including
their said
fittings &
accessories
38
Schedule 1.7
Page 10
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx B307894 6/07/98 Class 7 -
(Australia) Machines,
equipment &
apparatus for
Boil-working,
earthmoving,
[materials
handling,] timber
handling, timber
processing, civil
engineering
construction,
mining,
agriculture &
horticulture;
cranes; & parts,
fittings &
accessories for
all the foregoing
39
Schedule 1.7
Page 11
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx * D250,228 7/19/92 Class 16 -
(Australia) Printed
publications
relating to any of
the following,
namely:
Earthmoving
equipment,
construction
equipment, road
making & logging
equipment,
handling
equipment, &
machinery &
attachments
therefor,
forklifts & other
industrial
machines for
handling &
lifting; carrying
& stacking
vehicles,
tractors, freight
container handling
equipment &
vehicles &
attachments
therefore & power
shovels & cranes
40
Schedule 1.7
Page 12
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx * B290,971 7/19/92 Printed
(Australia) publications
relating to any
of the
following,
namely:
earthmoving
equipment,
construction
equipment, road
making &
logging
equipment,
handling
equipment, &
machinery &
attachments
there for,
forklifts &
other
industrial
machines for
handling &
lifting;
carrying &
stacking
vehicles,
tractors,
freight
container
handling
equipment &
vehicles &
attachments
therefor &
power shovels &
cranes
41
Schedule 1.7
Page 13
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx 071,609 10/26/98 Classes [1, 2,
(Benelux) 4, 5, 6,] 7,
[8, 9, 10, 11,]
12, [16, 17, 18,
19, 20, 21, 29,
30, 31, 32, 33]
Class 7 [Axles,
transmissions,
transaxles, torque
converters and
brakes for
machinery and
equipment and
apparatus for soil
working,
earthmoving,
timber handling
and processing,
engineering
construction,
mining,
agriculture and
horticulture, and
off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
Class 12 [Axles,
transmissions,
transaxles torque
converters and
brakes for
vehicles and
trailers for soil
working,
42
Schedule 1.7
Page 14
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
earthmoving,
timber handling
and Processing,
engineering
construction,
mining,
agriculture and
horticulture, and
off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
Xxxxx * 1272/ 5/31/00 Class 7 - Motor
0235.941 propelled
(Brazil) trucks,
including
industrial
trucks &
tractors
Xxxxx 003067858 10/20/94 Class 7.60 -
(Brazil) Transmissions &
torque
converters[, &
rotary
couplers]
Xxxxx * 811941922 7/15/96 Class 7.20,
(Brazil) 7.25, 7.5 -
Digging conveyor
tractors
(conveying
shovels), on
tires, industrial
conveyor tractors
(conveying
shovels), on
tires;
43
Schedule 1.7
Page 15
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
automotor
stackers, self-
propelled on-
tire hydraulic
cranes
Xxxxx * 811941906 7/15/96 Classes 40.20 &
(Brazil) 40.25 -
Services: Renting
services of
digging conveyor
tractors on tires;
industrial
conveyor tractors
on tires,
automotor
stackers,
self-propelled on-
tire hydraulic
cranes, training
services of
operators for the
above products of
machinists of
mechanical &
servo-aid
transmission
maintenance, power
supply, steering
shafts &
propellers, torque
converters,
digging conveyor
tractor on tires,
industrial
conveyor tractors,
self-
44
Schedule 1.7
Page 16
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
propelled on-
tire hydraulic
cranes
Xxxxx 1,453,861 3/10/98 [Classes 1-22 &
(France) 22-42 - All
goods in these
classes]
Class 7 [Axles,
transmissions,
transaxles torque
converters and
brakes for
machinery and
equipment and
apparatus for soil
working,
earthmoving timber
handling and
processing,
engineering
construction,
mining,
agriculture and
horticulture, and
off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
Class 12 -
[Axles,
transmissions,
transaxles
torque
converters and
brakes for
vehicles and
trailers for
45
Schedule 1.7
Page 17
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
soil working,
earthmoving timber
handling and
processing,
engineering
construction,
mining,
agriculture and
horticulture, and
off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
46
Schedule 1.7
Page 18
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx 907295 5/31/99 Classes [1, 6,]
(W. 7, [11,] 12,
Germany) [17 & 19]
Class 7 [Axles,
transmissions,
transaxles torque
converters and
brakes for
machinery and
equipment and
apparatus for soil
working.
earthmoving,
timber handling
and processing.
engineering
construction,
mining,
agriculture and
horticulture, and
off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
Class 12 [Axles,
transmissions,
transaxles, torque
converters and
brakes for
vehicles and
trailers for soil
working,
earthmoving,
timber handling
and processing,
engineering
47
Schedule 1.7
Page 19
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
construction,
mining,
agriculture and
horticulture,
and off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
48
Schedule 1.7
Page 20
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx * 797,491 9/04/93 Xxxxxxx 0, 0,
(X. 0, 0, 00 -
Xxxxxxx) Material
handling &
transporting,
earthmoving &
construction
machinery
including power
operated lift
trucks,
stackers,
pallet &
platform
trucks,
industrial &
towing
tractors,
loader-backhoe
vehicles,
straddle
carriers,
tractor
shovels, front
end loaders,
scrapers,
bulldozers,
timber & lumber
handling
vehicles,
personnel
carriers,
trailers, semi-
trailers,
freight
carriers,
shipping
containers for
use with
vehicles, truck
bodies & parts,
attachments &
accessories
therefor,
namely devices
for loading,
49
Schedule 1.7
Page 21
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
unloading,
transporting,
lifting, raking,
opening, pulling,
pushing,
compressing,
fastening,
turning, holding,
removing,
weighing, digging,
shovelling,
transporting,
emptying,
protecting,
excavating,
transferring,
placing on edge,
enclosing with
fence, clearing
away, ploughing,
compressing,
connecting,
twisting materials
& objects
50
Schedule 1.7
Page 22
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx * 628,857 5/15/01 Class 12 -
(W. Power operated
Germany) industrial
material handling
trucks used merely
to transport
goods, and power
operated gas
engine and
electric battery
powered industrial
material handling
tractors for use
in local plant
operation
51
Schedule 1.7
Page 23
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx * 418,718 9/13/03 Classes 7 & 12
(Italy) - Material
handling &
transporting,
earthmoving &
construction
machinery
including power
operated lift
trucks, stackers,
pallet & platform
trucks, industrial
& towing tractors,
loader-backhoe
vehicles, straddle
carriers, tractor
shovels, front end
loaders, scrapers,
bulldozers, timber
& lumber handling
vehicles,
personnel
carriers,
trailers,
semitrailers,
freight carriers,
shipping
containers for use
with vehicles,
truck bodies &
parts, attachments
& accessories
therefor
52
Schedule 1.7
Page 24
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx 248,450 5/31/09 Classes [1, 2,
(Italy) 4, 6,] 7, [8,
9, 11,] 12,
[17, 19 & 20]
Class 7 [Axles,
transmissions,
transaxles, torque
converters and
brakes for
machinery and
equipment and
apparatus for soil
working.
earthmoving,
timber handling
and Processing,
engineering
construction,
mining,
agriculture and
horticulture, and
off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
Class 12 [Axles,
transmissions,
transaxles torque
converters and
brakes for
vehicles and
trailers for soil
working,
earthmoving,
timber handling
and processing,
53
Schedule 1.7
Page 25
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
engineering
construction,
mining,
agriculture and
horticulture,
and off-highway
transport and
personnel
carrying, and
parts, fittings
and accessories
for all of the
foregoing.]
Xxxxx 954,512 12/21/91 Class 9 -
(Japan) (Renewal
applied [Axles,
for) transmissions,
transaxles, torque
converters and
brakes for]
industrial
machinery &
implements [& all
other goods
belonging to this
Class (excluding
troughs, cages for
poultry, printing
& bookbinding
machinery &
implements,
buffers, springs,
pipe fittings,
packing and
gaskets)]
Xxxxx 998,975 11/08/92 Class 11 -
(Japan) [Axles,
transmissions,
transaxles,
torque
converters and
54
Schedule 1.7
Page 26
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
brakes for]
electrical
machinery &
implements
[(excluding
household electric
appliances),
telephone
apparatus, wire
communication
apparatus, carrier
apparatus,
wireless
communication
apparatus, applied
radio apparatus,
remote control &
telemetering
apparatus, parts &
accessories of
electric
communication
machinery &
implements,
applied electronic
machinery &
apparatus,
electric
materials]
55
Schedule 1.7
Page 27
Regis- Goods/
Xxxx tration No. Exp. Date Services
---- ----------- --------- --------------
Xxxxx 1,898,379 10/28/96 Class 12 -
(Japan) [Axles,
transmissions,
transaxles
torque
converters and
brakes for]
transportation
equipment, &
parts &
accessories
56
Schedule 1.7
Page 28
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- --------- --------------
Clarklift * 136460 4/08/72 Power Operated
(Australia) Lift Trucks &
Towing
Tractors.
Clarklift 370,656 10/7/80 [Power operated
(Benelux) Industrial Lift
Trucks,] all Goods
Included in this
Class, excluding
forklift trucks,
industrial trucks,
tow tractors,
tuggers, powered
hand trucks,
walkies and other
types of mobile
material handling
equipment, as well
as parts,
accessories and
attachments
relating to any of
the foregoing.
Clarklift * 003179435 9/15/85 Power Operated
(Brazil) Lift Trucks &
Towing
Tractors.
Clarklift 1,241,099 7/18/83 [Power Operated
(France) Industrial Lift
Trucks,] all
Goods Included
in this Class,
excluding
forklift
57
Schedule 1.7
Page 29
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- --------- --------------
trucks, industrial
trucks, tow
tractors, tuggers
powered hand
trucks, walkies
and other types of
mobile material
handling
equipment, as well
as parts,
accessories and
attachments
relating to any of
the foregoing.
Clarklift * 719,858 4/02/78 Power Operated
(W. Lift Trucks &
Germany) Tractor Trucks.
Clarkstor * 284927 12/27/72 Automatic
(Italy) Warehousing
Storage &
Retrieval Machines
& Control Units, &
Racks & Shelving
for Use Therewith.
Xxxxx * A326615 02/01/79 Rental & Hiring
Rental of Material
System Handling
(Australia) Equipment being
Vehicles &
Machinery Used
for Transporta-
tion & Storage
of Goods.
Xxxxx *B379340 02/01/79 Rental & Hiring
58
Schedule 1.7
Page 30
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- --------- --------------
Rental of Vehicles
System Used for Soil
(Australia) Working, Earth
Moving, Timber
Processing,
Civil
Engineering
Construction,
Mining &
Agriculture.
Xxxxx * 007044747 12/25/79 Renting of
Rental Material
System Handling
(Brazil) Equipment,
Earth Moving
Machinery &
Loading
Machinery.
Xxxxx * 1205461 06/02/82 Renting of
Rental Material
System Handling
(France) Equipment,
Earth-Moving &
Loading
Machinery &
Truck Trailers.
59
Schedule 1.7
Page 31
Date of
Xxxxx- Xxxxx- Good/
Xxxx tration No. tration Services
---- ----------- --------- --------------
Xxxxx * 989,207 04/02/79 Renting of
Rental Machines for
Systems Moving &
(W. Transporting
Germany) Machines &
Implements for
Moving &
Transporting of
Objects & Materials
for Earthmoving
(also as
Construction
Machine) as well as
for Loading &
Unloading.
Xxxxx * 327349 11/26/75 Renting of
Rental Material
System Handling
(Italy) Equipment,
Earth Moving &
Loading Machinery
& Truck Trailers,
Road Rolling
Machines,
Machinery for the
Spreading of Road
Materials &
Machinery for the
Spraying of Road
Materials.
60
SCHEDULE 2.1.2
TRADEMARK ASSIGNMENT
WHEREAS, XXXXX EQUIPMENT COMPANY, a Delaware corporation, having its
principal place of business at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx,
xxxx all right, title and interest in and to the trademarks described and set
forth on Attachment "A" hereto and the United States trademark registrations in
respect thereof (the "Marks"); and
WHEREAS, XXXXX MATERIAL HANDLING COMPANY, a Kentucky corporation, with
principal offices at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, desires to
acquire, and XXXXX EQUIPMENT COMPANY has agreed to transfer to XXXXX MATERIAL
HANDLING COMPANY, said Marks;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, XXXXX EQUIPMENT COMPANY does hereby assign and transfer
to XXXXX MATERIAL HANDLING COMPANY its entire right, title and interest in and
to the Marks, as are more particularly described and set forth on Attachment "A"
hereto, together with the goodwill of the business symbolized by the Marks and
all claims for damages for past infringements of such Marks.
IN WITNESS WHEREOF, XXXXX EQUIPMENT COMPANY has caused this instrument to be
executed in its name and on its behalf by its officer, duly authorized
thereunto, effective as of the 31st day of July, 1992.
XXXXX EQUIPMENT COMPANY
By____________________________
Title:
00
XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NEW YORK )
On this 31st day of July, 1992, before me personally appeared
________________________, to me known who, being by me duly sworn, did depose
and say that he resides at ____________________________ and that he is
_____________________ of XXXXX EQUIPMENT COMPANY described herein and which
executed the foregoing instrument and that he signed his name thereto pursuant
to the authority by said XXXXX EQUIPMENT COMPANY.
_______________________________
Notary Public
62
SCHEDULE 2.1.2
ATTACHMENT "A"
ASSIGNMENT
OF U.S. TRADEMARKS FROM
XXXXX EQUIPMENT COMPANY TO
XXXXX MATERIAL HANDLING COMPANY
Regis- Goods/
Xxxx tration No. Issue Date Services
---- ----------- --------- --------------
Xxxxx 165,644 3/13/23 Class 19 -
Motor
propelled
trucks
Xxxxx 166,313 3/27/23 Class 23 -
(Supp. Tractors
Reg. )
Xxxxx 507,796 3/22/49 Class 19 -
Power operated
industrial
material
handling
trucks used
merely to
transport
goods
Xxxxx 512,742 7/26/49 Class 23 -
Power operated
gas engine &
electric
battery
powered
industrial
material
handling
tractors for
use in local
plant
operations
Xxxxx 814,501 9/6/66 Class 35 -
Tires
63
Schedule 2.1.2
Attachment "A"
Page 2
Regis- Goods/
Xxxx tration No. Issue Date Services
---- ----------- --------- --------------
Xxxxx 1,110,409 1/2/79 Int'l. Class 7
- Automated
storage/retrie-
val systems
consisting of
machines &
apparatus for
handling,
storing &
retrieving
materials &
parts therefor
64
Schedule 2.1.2
Attachment "A"
Page 3
Regis- Goods/
Xxxx tration No. Issue Date Services
---- ----------- --------- --------------
Clarklift 660,744 4/22/58 Power Operated
Industrial Lift
Trucks
Clarktor 596,737 10/12/54 Towing Tractors
Xxxxx 718,718 7/18/61 Renting of
Rental Material
System Handling
Equipment
Xxxxx 939,080 7/25/72 Renting of
Rental Material
System Handling
Equipment,
Earth-Moving
and Loading
Machinery &
Truck-Trailers
