Common use of Additional Rights and Obligations Clause in Contracts

Additional Rights and Obligations. (i) In the event that a Secured Party obtains title to the Project, such Secured Party may transfer title to the Project and the Licensee's interest in this Agreement solely in strict compliance with the requirements of Section 16 hereof. (ii) Notwithstanding any provision herein to the contrary, at all times during the term of this Agreement, the Licensee, the lessee under the Memorabilia Lease, the landlord under the Hard Rock Leases and the owner of the Project shall at all times be the same Person or an entity controlled by such Person. (iii) Within five (5) business days after receipt of a written request from the Secured Party, which request shall be accompanied by documentation reasonably necessary to prove qualification, Licensor shall provide written confirmation as to whether a proposed Purchaser qualifies as an Approved Purchaser in accordance with Section 24(G)(i). (iv) For the avoidance of doubt, in the event a Secured Party exercises its rights under Section 24(F) to foreclose any Pledge: (a) upon commencement of foreclosure proceedings by a Secured Party, Licensee hereby releases Licensor of and from any and all claims against Licensor and its officers, directors, shareholder, and employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state, and local laws, rules, and ordinances, arising from or related to this Agreement; (b) Licensee shall remain liable for all of the obligations to Licensor in connection with the Hotel/Casino prior to the effective date of the transfer of its interest in this Agreement; and (c) Licensee shall remain obligated under the covenants against competition of this Agreement. (v) At all times following foreclosure of the Pledge, Licensor shall have the approved, which approval shall not be unreasonably withheld, any Management Company or management personnel employed by the Approved Purchaser as provided in Section 7 of this Agreement. (vi) The Indenture shall contain a provision permitting the appointment of a receiver in the event of a default under the Indenture and such receiver shall be authorized to cure all defaults of Licensee under this Agreement. The receiver shall be subject to the approval of Licensor, which approval shall not be unreasonably withheld, conditioned or delayed. (vii) If Licensee requests that Licensor execute an instrument consenting to a Pledge that is permitted under this Section 24, then Licensor shall execute and deliver such an instrument if it is consistent with the terms of this 71 Section 24, does not adversely affect Licensor's rights or obligations under this Section 24 and is reasonably acceptable to Licensor.

Additional Rights and Obligations. 2.1 Licensee hereby assumes all of the Licensor’s rights and obligations under that certain Distributor Agreement dated December 28, 2011 between Licensor and Itochu Corporation (i“Itochu Agreement”) In attached hereto as Schedule B to the extent arising on and after the date hereof, and provided further that the liability assumption associated herewith other than outstanding orders for Product that have not yet been delivered, shall not include any liability arising as a direct or indirect result of a breach by Licensor of the terms of the Itochu Agreement, and that the assumption of such rights and liabilities shall only be effective for the term of this Agreement. Licensor represents and warrants that the Itochu Agreement is in full force and effect, is legally binding on the parties thereto in accordance with its terms and that neither party is currently in breach of the terms of the Itochu Agreement. Licensor shall indemnify, defend and hold Licensee and their respective employees, officers, directors, shareholders, representatives and agents for any liabilities arising out of or directly or indirectly relating to the Itochu Agreement with respect to the time period prior to the date hereof. Licensee shall indemnify, defend and hold Licensor and its affiliates, and their respective, employees, officers, directors, shareholders, representatives and agents for any liabilities arising out of or directly or indirectly relating to the Itochu Agreement with respect to time period after the date hereof. The indemnification obligations set forth in this Section 2.1 shall not be subject to the limitations set forth in Section 12.2 hereof. 2.2 Licensee has the right, but not the obligation, to solicit, offer employment to, and employ any current employee of Licensor whose primary employment by Licensor is to provide services in connection with the Licensed ▇▇▇▇. If this Agreement is terminated, Licensor has the right, but not the obligation, to solicit, offer employment to, and employ any employee of Licensee whose employment by Licensee was to provide services exclusively in connection with the Licensed ▇▇▇▇. 2.3 Licensee may, in Licensee’s discretion, acquire the items set forth in Schedule C from Licensor’s existing inventory of samples for Licensor’s Fall 2014 and Spring 2015 lines of Products under the Licensed ▇▇▇▇, provided, however, that Licensee shall reimburse Licensor for the actual costs directly attributable to the design and manufacture of any such items acquired by Licensee, as documented in writing to Licensee. Any item not acquired may be sold by Licensor. 2.4 Licensee will reimburse Licensor for any rents and operational expenses actually paid by Licensor during the term of this Agreement in connection with Licensor’s lease and operation of the office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇, for the duration of and until the expiration of the current lease of that property, which is attached hereto as Schedule D. Notwithstanding the foregoing, Licensee will not be responsible for any rents or operational expenses attributable to that property incurred prior to the Effective Date. Upon the expiration of the current lease of that property, Licensee may, in Licensee’s discretion, negotiate and execute a new lease of that property in Licensee’s sole name. 2.5 Licensee will assume all of the Licensor’s obligations for the Fall 2014 line of Products under the Licensed ▇▇▇▇, including the fulfillment of all current purchase orders for such Products which are required to be set forth on Schedule E, as attached hereto. All future purchase orders in connection with the Fall 2014 line of Products under the Licensed ▇▇▇▇ shall be promptly submitted directly to Licensee, and, in the event that Licensor receives any such purchase orders after the Effective Date, Licensor will promptly direct those purchase orders to Licensee 2.6 Licensee will purchase all of the Products from Licensor’s existing inventory set forth in Schedule F at cost (invoice cost plus freight). The terms of Licensee’s purchase under this Section 2.6 shall be governed by the terms of a Secured Party obtains title purchase order to be submitted to Licensor by Licensee for those Products upon terms reasonably acceptable to Licensor. 2.7 Licensor will retain all rights with respect to all of the Products from Licensor’s existing inventory set forth on Schedule G. The Parties agree to cooperate in good faith regarding the sale and distribution of the Products set forth on Schedule G by Licensor. Without limiting the foregoing, Licensee will exercise reasonable efforts to assist Licensor with the sale and distribution of the Products set forth on Schedule G. 2.8 The Parties acknowledge that Licensor has certain rights and obligations under that certain Web Site Services Agreement dated January 25, 2013 between Licensor and Blue Source, Inc., as amended on February 8, 2013, attached hereto as Schedule H (“Blue Source Agreement”). Licensee acknowledges that the exclusive rights to the Project, such Secured Party may transfer title Products granted by Licensor to Licensee under Section 1.1 above are only exclusive to the Project and the Licensee's interest in this Agreement solely in strict compliance extent that such exclusivity is not incompatible or irreconcilable with the requirements rights granted under the Blue Source Agreement. As it is the intention of Section 16 hereofLicensee to take over ecommerce operations and fulfillment of ▇▇▇▇▇▇▇▇.▇▇▇, subject to the terms of the Blue Source Agreement, Licensee may notify Licensor, instructing Licensor to terminate or otherwise not renew the Blue Source Agreement in accordance with its terms. Licensee shall be responsible for any costs or expenses that Licensor incurs with respect to a termination of the Blue Source Agreement. Upon the termination or expiration of the Blue Source Agreement, Licensee shall take over ecommerce operations and fulfillment of orders placed through <▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇> during the term of this Agreement. Upon Licensee’s request, Licensor will cooperate with Licensee in good faith to transfer the domain registration of <▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/> to Licensee all at Licensee’s costs. (ii) Notwithstanding any provision herein to the contrary2.9 If, at all times any time during the term of this Agreement, Licensor receives a bona fide third party offer in the Licenseeform of a term sheet or letter of intent, binding or not, to purchase all or any portion of its business or operation concerning the lessee under Licensed ▇▇▇▇ (an “Offer”) and Licensor desires to accept such Offer, Licensor shall, prior to the Memorabilia Lease, the landlord under the Hard Rock Leases and the owner acceptance of the Project shall at all times be Offer, offer a right of first refusal to Licensee on the same Person or an entity controlled terms and conditions received pursuant to such Offer by such Person. (iii) Within five (5) business days after receipt of a written request from the Secured Party, which request shall be accompanied by documentation reasonably necessary to prove qualification, Licensor shall provide written confirmation as to whether a proposed Purchaser qualifies as an Approved Purchaser in accordance with Section 24(G)(i). (iv) For the avoidance of doubt, in the event a Secured Party exercises its rights under Section 24(F) to foreclose any Pledge: (a) upon commencement of foreclosure proceedings by a Secured Party, Licensee hereby releases Licensor of and from any and all claims against Licensor and its officers, directors, shareholder, and employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state, and local laws, rules, and ordinances, arising from or related to this Agreement; (b) Licensee shall remain liable for notice detailing all of the obligations material terms of the Offer (and including a copy of the Offer) (the “ROFR Offer”). Licensee shall have not less than thirty (30) days to consider such ROFR Offer. If within sixty (60) days after Licensee receives ROFR Offer (the “Option Period”), Licensee does not notify Licensor in connection writing that Licensee desires to purchase such portion of the business on the terms of the ROFR Offer, Licensor may consummate the transaction detailed in the Offer with the Hotel/Casino prior to named bona fide third party offeror on the effective date Offer terms, within one hundred and eighty (180) days following the expiration of the transfer of its interest in this Agreement; and Option Period (c) Licensee shall remain obligated under the covenants against competition of this Agreement. (v) At all times following foreclosure of the Pledge, Licensor shall have the approved, which approval shall not be unreasonably withheldafter such time, any Management Company or management personnel employed by the Approved Purchaser as provided in Section 7 of this Agreement. (vi) The Indenture shall contain a provision permitting the appointment of a receiver in the event of a default under the Indenture and such receiver proposed sale shall be authorized required to cure all defaults of Licensee under this Agreement. The receiver shall be subject to the approval right of Licensorfirst refusal process again). On the other hand, which approval shall not be unreasonably withheldif, conditioned or delayed. within the Option Period, Licensee notifies Licensor in writing that Licensee desires to accept the ROFR Offer (viithe “ROFR Offer Acceptance Notice”) If Licensee requests that Licensor execute an instrument consenting to a Pledge that is permitted under this Section 24, then Licensor shall execute and deliver sell such an instrument if it is consistent with portion of the business on the terms of this 71 Section 24the ROFR Offer to Licensee and the closing for such transaction will take place within sixty (60) days following the ROFR Offer Acceptance Notice. Notwithstanding anything herein, does (a) Licensor shall not adversely affect Licensor's rights sell all or obligations under any portion of its business or operation concerning the Licensed ▇▇▇▇, except in accordance with this Section 24 2.9 and is reasonably acceptable (b) Licensor shall not take any action or omit to Licensortake any action intended to divest or otherwise circumvent the right of first refusal granted to Licensee hereby.

Additional Rights and Obligations. (i) In the event that a Secured Party obtains title to the Project, such Secured Party may transfer title to the Project and the Licensee's ’s interest in this Agreement solely in strict compliance with the requirements of Section 16 hereof. (ii) Notwithstanding any provision herein to the contrary, at all times during the term of this Agreement, the Licensee, the lessee under the Memorabilia Lease, the landlord under the Hard Rock Leases and the owner of the Project shall at all times be the same Person or an entity controlled by such Person. (iii) Within five (5) business days after receipt of a written request from the Secured Party, which request shall be accompanied by documentation reasonably necessary to prove qualification, Licensor shall provide written confirmation as to whether a proposed Purchaser qualifies as an Approved Purchaser in accordance with Section 24(G)(i). (iv) For the avoidance of doubt, in the event a Secured Party exercises its rights under Section 24(F) to foreclose any Pledge: (a) upon commencement of foreclosure proceedings by a Secured Party, Licensee hereby releases Licensor of and from any and all claims against Licensor and its officers, directors, shareholder, and employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state, and local laws, rules, and ordinances, arising from or related to this Agreement; (b) Licensee shall remain liable for all of the obligations to Licensor in connection with the Hotel/Casino prior to the effective date of the transfer of its interest in this Agreement; and (c) Licensee shall remain obligated under the covenants against competition of this Agreement. (v) At all times following foreclosure of the Pledge, Licensor shall have the approved, which approval shall not be unreasonably withheld, any Management Company or management personnel employed by the Approved Purchaser as provided in Section 7 of this Agreement. (vi) The Indenture shall contain a provision permitting the appointment of a receiver in the event of a default under the Indenture and such receiver shall be authorized to cure all defaults of Licensee under this Agreement. The receiver shall be subject to the approval of Licensor, which approval shall not be unreasonably withheld, conditioned or delayed. (vii) If Licensee requests that Licensor execute an instrument consenting to a Pledge that is permitted under this Section 24, then Licensor shall execute and deliver such an instrument if it is consistent with the terms of this 71 Section 24, does not adversely affect Licensor's ’s rights or obligations under this Section 24 and is reasonably acceptable to Licensor.