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TRADEMARK ASSIGNMENT AGREEMENT
TRADEMARK ASSIGNMENT AGREEMENT ("Assignment") effective as of November
2, 1995 between ITT CORPORATION, a Delaware corporation ("ITT Corporation") and
ITT DESTINATIONS, INC., a Nevada corporation ("ITT Destinations") (collectively
the "Parties").
RECITALS
WHEREAS, the Board of Directors of ITT Corporation has decided to carry
out the Distribution (as hereinafter defined) whereby the holders of shares of
Common Stock of ITT Corporation will receive all the outstanding shares of
Common Stock of ITT Destinations and all the outstanding shares of Common Stock
of ITT Hartford Group, Inc. (as hereinafter defined);
WHEREAS, the shareholders of ITT Corporation have approved the aforesaid
Distribution and certain other related transactions considered necessary by ITT
Corporation to carry out the Distribution;
WHEREAS, as part of carrying out the Distribution, ITT Corporation has
entered into Trade Name and Trademark License Agreements each effective as of
November 1, 1995 with ITT Manufacturing Enterprises, Inc. ("Enterprises License
Agreement") and with ITT Hartford Group, Inc. ("Hartford License Agreement")
granting them and certain of their Sublicensees the continued right and license
to use the ITT Name and the ITT Marks (each as hereinafter defined);
WHEREAS, ITT Corporation owns and is assigning to ITT Destinations
effective simultaneously with this Assignment, the Enterprises License
Agreement and the Hartford License Agreement;
WHEREAS, ITT Corporation is the owner of the worldwide right, title and
interest in and to the ITT Name and the ITT Marks and the goodwill associated
therewith; and
WHEREAS, it is the present intention of ITT Destinations not to use the
ITT Name and the ITT Marks in a manner which would materially be detrimental to
the goodwill of such ITT Name and ITT Marks.
NOW, THEREFORE, in connection with and to carry out the Distribution and
in consideration of the premises and mutual agreements and covenants herein,
the Parties agree as follows:
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1. DEFINITIONS. As used in this Assignment, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):
(a) "Distribution" shall mean the distribution on the
Distribution Date to holders of record of shares of ITT Corporation Common
Stock as of the Distribution Record Date of (i) the ITT Destinations Common
Shares owned by ITT Corporation on the basis of one ITT Destinations Common
Share for each outstanding share of ITT Corporation Common Stock and (ii) the
ITT Hartford Group, Inc. Common Shares owned by ITT Corporation on the basis of
one ITT Hartford Group, Inc. Common Share for each outstanding share of ITT
Corporation Common Stock.
(b) "Distribution Agreement" shall mean the Distribution
Agreement entered into by ITT Corporation, ITT Destinations, and ITT Hartford
Group, Inc. relating to the distribution of the shares of ITT Destinations and
ITT Hartford Group, Inc. to the holders of ITT Corporation Common Stock.
(c) "Distribution Date" shall mean such date as may hereafter
be determined by ITT Corporation's Board of Directors as the date on which the
Distribution shall be effected.
(d) "Effective Time" shall mean 11:59 p.m., New York time, on
the Distribution Date.
(e) "ITT Corporation" shall mean (i) ITT Corporation, a
Delaware corporation and its predecessor Maryland corporation up to the
Effective Time to be merged thereafter into ITT Indiana, Inc., an Indiana
corporation, and renamed "ITT Industries, Inc." in connection with the
Distribution.
(f) "ITT Destinations" shall mean ITT Destinations, Inc., a
Nevada corporation, to be renamed "ITT Corporation" immediately prior to the
Effective Time.
(g) "ITT Industries" shall mean ITT Industries, Inc., an
Indiana corporation and the legal successor after the Distribution to ITT
Corporation.
(h) "ITT Hartford Group, Inc." shall mean ITT Hartford Group,
Inc., a Delaware corporation.
(i) "ITT Manufacturing Enterprises, Inc." shall mean ITT
Manufacturing Enterprises, Inc., a Delaware corporation.
(j) "ITT Logo" shall mean the worldwide rights including
License Rights in and to the stylized trademark and service xxxx shown in
Exhibit A annexed hereto together with all registrations thereof and all
applications therefor, now or hereinafter
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obtained or filed, including those registrations and applications set forth in
Exhibit A, and the goodwill associated therewith.
(k) "ITT Marks" shall mean the worldwide rights including
License Rights in and to (i) the ITT Logo, and (ii) all other trademarks and
service marks consisting of the letters "ITT", together with all registrations
thereof and all applications therefor now or hereinafter filed or obtained, and
the goodwill associated therewith, including those registrations and
applications set forth in Exhibit A hereto.
(l) "ITT Name" shall mean the worldwide rights including
License Rights in and to that portion of any company or trade name consisting
of the letters "ITT", and the goodwill associated therewith.
(m) "License Rights" shall mean any and all rights in and to
licenses and other grants received from or licensed to third parties under any
contracts, memoranda or other understandings relating to the ITT Logo, the ITT
Marks and/or the ITT Name.
2. REPRESENTATIONS. ITT Corporation represents and warrants that it
is the owner of the ITT Name and the ITT Marks.
3. ASSIGNMENT. ITT Corporation hereby transfers and assigns to ITT
Destinations, without charge to ITT Destinations, effective as of November 2,
1995, all of its worldwide right, title and interest in and to the ITT Name and
the ITT Marks, including the right to xxx and recover for past infringements
thereof.
4. ACCEPTANCE. ITT Destinations hereby accepts the aforesaid
transfer and assignment of the ITT Name and the ITT Marks, including the right
to xxx and recover for past infringements thereof.
5. DOCUMENTS. To the extent the assignments pursuant to paragraph 3
herein may be incomplete or ineffective for any reason including errors or
omissions in Exhibits A hereto, then ITT Corporation or, after the Distribution
Date its successor ITT Industries, shall execute and deliver to ITT
Destinations, upon ITT Destinations' request, any and all documents and take
other reasonable actions which may be necessary to make such assignment
complete and effective.
IN WITNESS WHEREOF, the Parties have caused this Assignment to be duly
executed by their respective authorized officers as of the day and year first
written above.
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ITT CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President and
General Counsel
ITT DESTINATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Associate
General Counsel
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STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 27th day of November, 1995, before me appeared Xxxxxxx X. Xxxx,
to me personally known and known to me the person who executed the foregoing
Assignment; and who being by me duly sworn, did depose and say that he is
Executive Vice President of ITT CORPORATION, that he is authorized to sign this
Assignment on behalf of said corporation, and that said assignment was signed
on behalf of the corporation by authority of its Board of Directors, and unto
me acknowledged said Assignment to be the free act and deed of said
corporation.
[Notary Seal of Xxxxx Xxxxxxxx] /s/ Xxxxx Xxxxxxxx
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Notary Public
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 27th day of November,1995, before me appeared Xxxxx X. Xxxxxxxxx
to me personally known and known to me the person who executed the foregoing
Assignment; and who being by me duly sworn, did depose and say that he is Vice
President of ITT DESTINATIONS, INC., that he is authorized to sign this
Assignment on behalf of said corporation, and that said Assignment was signed
on behalf of the corporation by authority of its Board of Directors, and unto
me acknowledged said Assignment to be the free act and deed of said
corporation.
[Notary Seal of Xxxxx Xxxxxxxx] /s/ Xxxxx Xxxxxxxx
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Notary Public
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