Common use of License of Name and ▇▇▇▇ Clause in Contracts

License of Name and ▇▇▇▇. Subject to the terms and conditions of this Agreement, Alon Assets hereby grants to the Partnership and its Subsidiaries, and the Partnership hereby accepts on behalf of itself and its Subsidiaries, a non-transferable, non-exclusive, sub-licensable, royalty-free, worldwide right and license to use all trademarks, service marks, trade names, trade dress, service names, logos, slogans and other indicia of origin owned by Alon Assets, whether registered or unregistered (the “Marks”), in the conduct of the Partnership’s business (the “License”). Nothing in this License shall be construed as evincing intent by Alon Assets to abandon the use of the Marks during the term of this Agreement. The Partnership agrees that ownership of the Marks and the goodwill relating thereto shall remain vested in Alon Assets both during the term of this License and thereafter and further agrees, and will cause its Subsidiaries to agree, never to attack, challenge or contest the validity of Alon Assets’ ownership of the Marks or any registration thereof by Alon Assets. The Partnership, on behalf of itself and its Subsidiaries, acknowledges that the use of the Marks shall not create any rights, title or interest in or to the Marks, except as expressly granted herein, and any and all goodwill associated with the use of the Marks by the Partnership or its Subsidiaries shall inure solely to the benefit of Alon Assets. The Partnership further agrees, and will cause its Subsidiaries to agree, to use the Marks in accordance with such quality standards as established by Alon Assets or its Affiliates from time to time and communicated to the Partnership, it being understood that the products and services offered by the Partnership and its Subsidiaries immediately before the closing of the Initial Offering are of a quality that is acceptable to Alon Assets and justifies the License. Upon at least twenty (20) days prior written notice, the Partnership shall permit and cooperate in the reasonable inspection, by Alon Assets or its designated representative, of the Partnership’s operations that relate to the use of the Marks. Upon the written request of Alon Assets, the Partnership shall promptly supply Alon Assets with specimens of use of the Marks. The Partnership shall cooperate with Alon Assets in connection with Alon Assets’ efforts to protect the Marks and shall promptly comply with requests for information (at Alon Assets’ sole cost and expense), and the Partnership shall promptly execute such instruments as Alon Assets may reasonably request in connection with any registration or enforcement efforts that Alon Assets may undertake in connection with the Marks. The License shall terminate upon the termination of this Agreement pursuant to Section 6.4.

Appears in 3 contracts

Sources: Omnibus Agreement, Omnibus Agreement (Alon USA Partners, LP), Omnibus Agreement (Alon USA Partners, LP)