Trademark Assets definition
Examples of Trademark Assets in a sentence
As used in this Agreement, including, without limitation, this Article IV, the term Seller shall not be construed to include reference to Seller's predecessor-in-interest to the Trademark Assets, namely Brookhurst.
As between Seller and all affiliates and other persons or entities who have an ownership interest in Seller (or any affiliate thereof) or who may have been expressly authorized by Seller to use the Trademark Assets, Seller owns all rights in and to the Trademark Assets (as defined in the Worldwide Rights Acquisition Agreement and as acquired from Brookhurst under said agreement).
Such second Designated Appraiser shall, within thirty (30) days after designation, deliver to Groom and HDD a written report describing in reasonable detail its determination of the fair market value of Trademark Assets (the "Second Appraisal").
Groom has the first right to purchase HDD's ownership interest in the Trademark Assets.
Such third Designated Appraiser shall, within fourteen (14) days after designation, deliver to Groom and HDD a written report describing in reasonable detail its determination of the fair market value of the Trademark Assets by reference to the information contained in the First Appraisal and the Second Appraisal only and not by conducting an independent appraisal (the "Third Appraisal").
Regardless of whether or not the First Appraisal is accepted, each of Groom and HDD shall pay one-half (1/2) of the fees charged by the first Designated Appraiser plus one-half (1/2) of all other costs relating to the determination of the Trademark Assets Valuation.
Trademark Asset Valuation" means the value of the Trademark Assets as calculated using the methodology set forth in Exhibit B to this Agreement.
The purchase price paid to Groom by HDD shall be Groom's portion of the Trademark Asset Valuation based on his then current ownership percentage in the Trademark Assets.
Groom must obtain the prior written consent of HDD to sell, assign, pledge, encumber, hypothecate, or in any other manner transfer his or its ownership interest in the Trademark Assets, or any portion thereof, whether voluntarily or by operation of law (a "Transfer").
The sale and transfer of the Trademark Assets shall be free and clear of all pledges, security interests, mortgages and liens made or created by Seller ("Encumbrances").