Restaurant Marks definition
Examples of Restaurant Marks in a sentence
Purchaser acknowledges and agrees that if it either elects not to assume the Restaurant Marks or fails to comply with the requirements of this paragraph (i.e., timely notice to assume and delivery of the Restaurant Marks Certificate), Seller shall be authorized to instruct Hotel Manager to remove the Restaurant Marks prior to or in connection with the Closing, and Purchaser shall be deemed to waive all rights in respect thereof.
In the event it timely elects to so assume the Restaurant Marks, then Purchaser shall, at closing, deliver to Seller and Hotel Manager the executed certificate required by Section 4 of the Restaurant Marks Agreement (the “Restaurant Marks Certificate”), upon which Seller and Hotel Manager shall be permitted to rely.
If Purchaser elects to assume the Restaurant Marks Agreement, the Restaurant Marks Certificate required pursuant to the Section 5.8 hereunder.
On or before the expiration of the Due Diligence Period, Purchaser shall deliver notice to Seller whether it will assume the Restaurant Marks pursuant to that certain First Amended and Restated Trademark License Agreement, dated as of 2014, by and between Hotel Manager and Seller (the “Restaurant Marks Agreement”), subject to the terms and conditions described therein, including Sections 2 and 4 thereof.
Notwithstanding the foregoing, Big River shall not regularly conduct any Brewery Business outside the Restaurants under the Restaurant Marks.
No amendment or application shall be made which will adversely affect GBC’s right, title and interest in and to the Brewery Marks or Big River’s right, title and interest in and to the Restaurant Marks hereunder.
In addition, Big River shall not use the Restaurant Marks in advertising and promotional materials to promote and advertise any business other than the Restaurant Business.
GBC hereby assigns to Big River all of its right, title and interest in and to (i) the Restaurant Marks and the goodwill associated therewith for use solely in connection with the Restaurant Business; (ii) the ▇▇▇▇▇▇ Biersch Website Content associated with the Restaurant Business; and (iii) the Recipe for ▇▇▇▇▇▇ BIERSCH GARLIC FRIES® fried potatoes for use solely in connection with the Restaurant Business.
Except as expressly provided for herein, each Party shall have the right to transfer, assign or sublicense its rights in and to the Brewery Marks or Restaurant Marks, as applicable, under this Agreement, including the right to securitize such rights, as long as such transferee, assignee or sublicensee shall assume in writing the obligations of the transferring, assigning or sublicensing Party under this Agreement and agree to be bound hereunder.
All right, title and interest in and to the Restaurant Marks solely for use in connection with the Restaurant Business and the associated goodwill, the ▇▇▇▇▇▇ Biersch Website Content associated with the Restaurant Business and the Recipe for ▇▇▇▇▇▇ BIERSCH GARLIC FRIES® shall remain vested in Big River.