Covenants and Agreements of Licensor. As a material inducement to Licensee to enter into this Agreement, Licensor hereby agrees that: (i) subject to the Credit Agreement and the Existing Licenses, as each such Existing License exists as of the effective date of this Agreement, Licensor will not (and shall not permit any third party to) assign, transfer or convey any of the Trademarks or IP Rights or encumber any of the Trademarks or IP Rights in any manner in the Sales Territory, including, without limitation, by way of granting or permitting any Lien (as defined below) on any of the Trademarks or IP Rights; (ii) Licensor will use commercially reasonable efforts to maintain the standards set forth in the Existing Licenses with respect to the prestige associated with each of the Trademarks; (iii) Licensor will periodically confer with Licensee with respect to the prosecution and maintenance of all applications to register and registrations for any of the Trademarks in the Territory; (iv) upon Licensee’s written request and at Licensee’s cost and expense, Licensor will promptly file application(s) to register any of the Trademarks for goods and/or services for which Licensee intends to use such Trademarks and for which there is not, at the time of such request by Licensee, any pending application or valid and unexpired registration for such Trademarks for such goods and/or services; (v) Licensor will diligently prosecute all applications for registration of any of the Trademarks in the Territory and obtain registrations for such Trademarks in the Territory; (vi) Licensor will maintain in full force and effect all registrations for any Trademarks in the Territory; and (vii) Licensor will pay all applicable fees and make all applicable filings when due with respect to all of the foregoing in clauses (iv), (v) and (vi). For purposes of this Agreement, “Lien” means any charge, claim, pledge, condition, encumbrance, equitable interest, option, security interest, mortgage, right of first refusal, or restriction of any kind, including, without limitation, any restriction on use, transfer, receipt of income or exercise of any other attribute of ownership.
Covenants and Agreements of Licensor. As a material inducement to Licensee to enter into this Agreement, Licensor hereby agrees that: (i) subject to the Credit Agreement and the Existing Licenses, as each such Existing License exists as of the effective date of this Agreement, Licensor will not (and shall not permit any third party to) assign, transfer or convey any of the Trademarks or IP Rights or encumber any of the Trademarks or IP Rights in any manner in the Sales Territory, including, without limitation, by way of granting or permitting any Lien (as defined below) on any of the Trademarks or IP
