The Trademarks. Upon the terms and conditions hereinafter set forth, the Licensor hereby grants a general license to the Licensee part of or all of its registered trademarks as defined in Appendix 1, and the Licensee hereby accepts the general license to use the trademarks as defined in Appendix 1, including all the trademarks, any part of the trademarks, and any design, character, symbol, and visual representation of the trademarks (collectively the "Trademarks"). The license hereunder is un-exclusive.
The Trademarks. (a) Licensee acknowledges that Licensor is the exclusive owner of all right, title and interest in and to the Trademarks in any form or embodiment thereof and is also the owner of the goodwill attached, or which shall become attached, to the Trademarks. Licensee agrees and disclaims any present or future right, title, or interest in the Trademarks and agrees to refrain from doing or causing to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest, nor shall Licensee attack, dispute, or challenge, nor aid others to do so, Licensor’s right, title, and interest in and to the Trademarks, or the validity or enforceability of the Trademarks. Licensee further acknowledges that the Trademarks have acquired or will acquire secondary meaning under the relevant trademark laws.
(b) Licensee shall not use (including use of any domain name), register, or attempt to register anywhere in the world any Trademark or any trademark, service xxxx, trade name, or other xxxx or name that contains, is the same as, or is confusingly similar to any of the Trademarks. Any rights that may be acquired by Licensee anywhere in the world by reason of the registration or use of any Trademark (including use of any domain name) shall inure to the benefit of Licensor, and title thereto shall be assigned to Licensor by Licensee upon request of Licensor. Licensee agrees that any use of a domain name utilizing any Trademark, or a trademark confusingly similar to any Trademark, after the expiration or termination of this Agreement shall be considered a use in bad faith as such term is defined in ICANN’s Uniform Domain Name Dispute Resolution Policy and/or applicable law and shall entitle Licensor to possession of and title to any such domain name. Licensee shall not take any action or fail to take any action that may reduce the value of the Trademarks or detract from the reputation of Licensor.
(c) At Licensor’s request, Licensee shall execute any documents reasonably required by Licensor to confirm Licensor’s ownership of all rights in and to the Trademark and the respective rights of Licensor and Licensee pursuant to this Agreement. Licensee shall cooperate with Licensor at Licensor’s expense in connection with the filing and prosecution by Licensor of applications in Licensor’s name to register the Trademark and the maintenance and renewal of such registrations.
(d) In the event that Licensee learns of any infringement or i...
The Trademarks. The Open Group Certification Logo shown in the sample below and any of its component parts. The Open Group Certification Logo is a combination of The Open Group Certification Xxxx, “The Open Group”, “Certified”, a separator bar, and the Label used to indicate i) the tier of certification achieved, ii) the requirements against which Licensee is certified, and iii) optionally the equivalency of O-TTPS 1.1 with ISO/IEC 20243:2015. The Trademarks may only be used in accordance with the Trademark Usage Guide (Schedule 3). CTM (Community Trademark) - EC The Open Certification Stylized ‘O’ Group Xxxx 9, 16, 42 Registered 3289527 Canada The Open Certification Stylized ‘O’ Group Xxxx 9, 16, 42 Registered TMA 000000 Xxxxx The Open Certification Stylized ‘O’ Group Xxxx 9, 16, 42 Registered 4801548 Australia The Open Certification Stylized ‘O’ Group Xxxx 9, 16, 42 Registered 963403 USA The Open Certification Stylized ‘O’ Group Xxxx 9, 41, 42 USA The Open Group 9, 16, 41, 42 Registered 2414249 CTM (Community Trademark) –EU The Open Group 9, 16, 41, 42 Registered 354456
1. Using Trademarks
The Trademarks. Schedule 4.16 contains a list of all of the Trademarks that -------------- ------------- are registered trademarks. Except for certain of the Assumed Contracts (as indicated on Schedule 4.12(a)), Seller has not granted, licensed, ---------------- sublicensed, assigned, transferred or otherwise conveyed any right, title or interest in or to any of the Trademarks to any other person, and, to the knowledge of Seller and any Owner, no person or entity other than Seller has any right to use, license, sublicense or operate under any of the Trademarks. Schedule 4.16 also sets forth all registrations and ------------- applications for registration of the Trademarks, together with dates of registration and the expiration and renewal dates of such registrations. None of the Trademarks is subject to any pending or, to the knowledge of Seller and the Owners, threatened challenge or reversion, and the consummation of the transactions contemplated by this Agreement will not create any right of termination, cancellation or reversion with respect thereto anywhere in the world. Except as set forth on Schedule 4.16, to the ------------- knowledge of Seller and the Owners, there is not currently and has not been any infringement by others of any of the Trademarks. The use of the Trademarks by Seller does not infringe, and there has not been any other infringement by Seller of, any proprietary right, trademark, trade name or service xxxx of any other party nor has there been any allegation thereof to any Owner or Seller.
The Trademarks. Exhibit A to this Agreement is a schedule of all -------------- the Trademarks, their registrations owned or utilized by Seller, and pending applications therefor, or in which Seller has any rights or licenses worldwide, together with the current status and a brief description of each. All Trademarks, registrations and applications listed on Exhibit A to this Agreement are valid, enforceable and subsisting, and have not been abandoned or canceled and have not expired. Seller has full title and ownership in and rights to utilize all the Trademarks necessary for or used in its business as now or previously conducted without any infringement of the rights of others. Seller has not received any communications nor is it aware of any entity alleging that Seller has infringed upon or, by conducting its business as currently conducted, would infringe upon, nor is Seller aware that by conducting Seller's business Seller would infringe upon any intellectual property right of any other person or entity. Seller is not aware of any infringement of the Trademarks by third parties and Seller has used and uses its commercially reasonable best efforts to prevent any infringement of the Trademarks by third parties. None of the Trademarks is the subject of, or will be affected by, any existing action, proceeding, claim, demand or judgment to which Seller is a party or of which it is aware, the outcome of which could impair Buyer's ability to use the Trademarks in an unrestricted fashion. Except as set forth in Exhibit A and Schedule 6.3 and except as contemplated by Section 9.1 of this Agreement, Seller is not a party to any license, agreement or arrangement, whether as licensor, licensee, franchisor, franchisee or otherwise, with respect to the Trademarks or applications for them. Seller owns or holds adequate licenses or other rights to use all of the Trademarks necessary for its business as now conducted by Seller, and that use does not, and will not violate any rights of others. Seller has the power, right and authority to sell to Buyer all of the Trademarks and all such licenses or other rights.
The Trademarks. Upon the terms and conditions hereinafter set forth, the Licensor hereby grants a exclusive license to the Licensee and the Licensee hereby accepts the exclusive right to use all or any of the trademarks as specified in Appendix 1, or display any design, character, symbol, and visual representation of the trademarks (collectively the “Trademarks”). Without the permission from the Licensee, the Licensor shall not license any third party to use the Trademarks. The Parties agree that, if the Licensor obtains any trademarks (registered or not) legally after the execution of this Agreement, and the Licensor authorized the Licensee to use such trademarks, the Licensor shall enter into another trademark license agreement with the Licensee with the same terms and conditions of this Agreement.
The Trademarks. Seller represents, warrants and agrees that it shall not use the Trademarks on any Product except the MARKON Branded Product to be delivered to MARKON designees and that the MARKON Branded Product will in no instance be sold, assigned, transferred or given to third parties or otherwise disposed of without advance written consent from MARKON. It is agreed and understood that no right, property, license, permission or interest of any kind or nature in or to the use of any trademark, trade name, label design, color combination, insignia or device owned or used by MARKON or specified by MARKON to Seller is or is intended to be given or transferred to or acquired by Seller or any third party by the execution, performance or nonperformance of this Agreement or any part thereof, except as expressly provided herein. It is agreed and understood further that MARKON has the full right and title or the right to use the Trademarks used in accordance with this Agreement and in connection with the Product, and Seller agrees not to contest or deny the validity of, or the right or title of MARKON in or to such Trademarks, and shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement or thereafter. It is agreed and understood that Seller shall not have the right to assign and transfer its obligations to package MARKON Branded Product without the prior written consent of MARKON. Seller agrees to maintain at all times hereunder a sixty day inventory of MARKON Branded cartons or printed labels to be used on packaging for the Product. In the event that MARKON elects to redesign its label, it shall provide a sixty-day written notice of such design change to Seller, such notice to include the new artwork as well as such other materials as Seller may reasonably require in order to implement the label change. It is understood and agreed that MARKON will NOT be held responsible or liable for any and all losses incurred by Seller in connection with such label changes and/or redesigns. MARKON shall not be responsible for Seller’s carton or label inventory in the event of a termination of the Agreement due to Seller’s default hereunder.
The Trademarks. Under the terms and conditions hereinafter set forth, the Licensor hereby grants a general license free of charge to the Licensee for the registered trademarks, as defined in Appendix 1, including all the trademarks, any part of the trademarks, and any design, character, symbol, and visual representation of the trademarks (collectively the "Trademarks"), and the Licensee hereby accepts the Trademarks. Notwithstanding the provisions aforesaid, the Licensee shall pay fees to the Licensor for its use of the Trademarks and the standards for such license fees shall be decided by both parties through negotiation, in the event that the shares held by Licensor's shareholder Xxx.xxx Limited in XXX Online Inc (holding indirectly the shares of the Licensee) are less than 30%. If no agreement is reached by the Licensor and the Licensee under the above circumstances, the Licensee is entitled to continue to use the Trademarks free of charge in accordance with the provisions under the Agreement for one year from the date such shareholding falls below 30%.
The Trademarks. In connection with the Trademarks and without derogating from the provisions of Sections 20.1 .20.12, (it is hereby agreed that warranties herein with respect to the Trademarks shall only apply to such period in which the Trademarks or any portion thereof were owned by any member of the Seller’s Group) For purposes of clarification, to the extent that the records of the relevant Patent and Trademark Office indicated in 2006 that Contico International, Inc. is the owner of any of the Trademarks CCP has corrected such records to properly reflect that CCP is the owner of the Trademarks effective as of the date Contico International, Inc. assigned such Trademarks to Contico International, LLC, which thereafter changed its name to that of CCP:
(i) CCP has full power and authority (including full corporate power and authority) to execute and deliver the Trademark Assignment Letter and to perform its obligations thereunder. The Trademark Assignment Letter constitutes the valid and legally binding obligation of CCP, enforceable in accordance with its terms and conditions, except to the extent that enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally.
(ii) Neither the execution and the delivery of the Trademark Assignment Letter, nor the consummation of the transactions contemplated thereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which CCP is subject; or (ii) result in any lien against the Trademarks.
(iii) CCP does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government, governmental agency or any third party in order to consummate the transactions contemplated by the Trademark Assignment Letter, other than the filing of the Trademark Assignment Letter to the relevant patent and/or trademark office. No consent, approval, license, permit, declaration, registration or authorization of the action by, or filing with, any person, or entity including any court, governmental or regulatory authority, commission, board, administrative agency or non-governmental third party, on the part of CCP, is required in connection with the execution and performance of the Trademark Assignment Letter or the consummation of the transactions contemp...
The Trademarks. The Open FAIR Accredited Training Course xxxx (“the Accreditation Xxxx”), shown in the sample below, is a combination of The Open Group Certification Xxxx, “The Open Group”, “Accredited Training Course”, separator bar, and the tag line “Open FAIR”.
