Common use of Ownership and Use of Name Clause in Contracts

Ownership and Use of Name. (a) Notwithstanding any provision of this Agreement to the contrary, the Members acknowledge and agree that: (i) the Name and ▇▇▇▇ are the property of the Manager or its Affiliates (other than the Company) and in no respect shall the limited right to use the Name and ▇▇▇▇ be deemed an asset of the Company and its subsidiaries; (ii) the Company’s or its subsidiaries’ limited right to use the Name and ▇▇▇▇ ▇▇▇ be withdrawn by the Manager or its Affiliates at any time without compensation to the Company or its subsidiaries; (iii) the Company and its subsidiaries have no right to license, sublicense, assign, or otherwise transfer any right, title or interest in or to the Name and ▇▇▇▇; (iv) no Member other than the Manager shall, by virtue of its ownership of an interest in the Company, hold any right, title or interest in or to the Name and ▇▇▇▇; (v) all goodwill and similar value associated with the Name and ▇▇▇▇ are owned by, and shall accrue solely for the benefit of, the Manager or its Affiliates (other than the Company); and (vi) following the dissolution and liquidation of the Company, the limited right of the Company and its subsidiaries to use the Name and ▇▇▇▇ shall be terminated. Except as specifically authorized by the Manager or its Affiliate in writing, in no event shall any Member use the Name and ▇▇▇▇ for its own account. (b) Subject to Section 15.22(a), the Manager has granted to the Company (and its Affiliates), and such entities have accepted, a non-exclusive, non-assignable, non-sublicensable, royalty-free license to use, during the term of such entities, the Name and ▇▇▇▇ as part of the legal name of such entities; and otherwise in connection with the conduct by the Company and its subsidiaries of their activities in accordance with this Agreement and such other documents relating to the same. (c) The Manager and its Affiliates shall be entitled to take all reasonable actions to protect their ownership of the Name and ▇▇▇▇. The Company shall use the Name and ▇▇▇▇ only in a manner and format approved in writing by the Manager, and only in connection with goods or services adhering to such standards, specifications, and instructions as are developed by the Manager and its Affiliates (other than the Company). If the Manager or such Affiliates determine that the Company is not using, or cannot use, the Name and ▇▇▇▇ in accordance with such format, manner, standards, specifications, and instructions, the Company shall cure the cause of such failure or, if the Manager determines that the Company cannot or should not cure such failure, discontinue such non-conforming use. The Manager shall have the right to present to its Affiliates all information concerning the Company’s use of the Name and ▇▇▇▇ as shall be reasonably necessary for such Affiliates to determine whether such format, manner, standards, specifications, and instructions have been, and are likely to be, satisfied. If the name, ▇▇▇▇ or URL of the Company or its subsidiaries are changed, the foregoing provisions of this Section 15.22 shall apply equally to the new name, ▇▇▇▇ or URL.

Appears in 1 contract

Sources: Operating Agreement (Iron Bridge Mortgage Fund LLC)

Ownership and Use of Name. (a) Notwithstanding any provision of this Agreement to the contrary, the Members acknowledge and agree that: (i) the Name and ▇▇Ma▇▇ are ▇re the property of the Manager or its Affiliates (other than the Company) and in no respect shall the limited right to use the Name and ▇▇Ma▇▇ be ▇e deemed an asset of the Company and its subsidiaries; (ii) the Company’s or its subsidiaries’ limited right to use the Name and ▇▇Ma▇▇ ▇▇▇ be ▇e withdrawn by the Manager or its Affiliates at any time without compensation to the Company or its subsidiaries; (iii) the Company and its subsidiaries have no right to license, sublicense, assign, or otherwise transfer any right, title or interest in or to the Name and ▇▇Ma▇▇; (iv) no Member other than the Manager shall, by virtue of its ownership of an interest in the Company, hold any right, title or interest in or to the Name and ▇▇Ma▇▇; (v) all goodwill and similar value associated with the Name and ▇▇Ma▇▇ are ▇re owned by, and shall accrue solely for the benefit of, the Manager or its Affiliates (other than the Company); and (vi) following the dissolution and liquidation of the Company, the limited right of the Company and its subsidiaries to use the Name and ▇▇Ma▇▇ shall ▇hall be terminated. Except as specifically authorized by the Manager or its Affiliate in writing, in no event shall any Member use the Name and ▇▇Ma▇▇ for ▇or its own account. (b) Subject to Section 15.22(a), the Manager has granted to the Company (and its Affiliates), and such entities have accepted, a non-exclusive, non-assignable, non-sublicensable, royalty-free license to use, during the term of such entities, the Name and ▇▇Ma▇▇ as ▇s part of the legal name of such entities; and otherwise in connection with the conduct by the Company and its subsidiaries of their activities in accordance with this Agreement and such other documents relating to the same. (c) The Manager and its Affiliates shall be entitled to take all reasonable actions to protect their ownership of the Name and ▇▇Ma▇▇. The Company shall use the Name and ▇▇Ma▇▇ only ▇nly in a manner and format approved in writing by the Manager, and only in connection with goods or services adhering to such standards, specifications, and instructions as are developed by the Manager and its Affiliates (other than the Company). If the Manager or such Affiliates determine that the Company is not using, or cannot use, the Name and ▇▇Ma▇▇ in ▇n accordance with such format, manner, standards, specifications, and instructions, the Company shall cure the cause of such failure or, if the Manager determines that the Company cannot or should not cure such failure, discontinue such non-conforming use. The Manager shall have the right to present to its Affiliates all information concerning the Company’s use of the Name and ▇▇Ma▇▇ as ▇s shall be reasonably necessary for such Affiliates to determine whether such format, manner, standards, specifications, and instructions have been, and are likely to be, satisfied. .If the name, ▇▇ma▇▇ or ▇r URL of the Company or its subsidiaries are changed, the foregoing provisions of this Section 15.22 shall apply equally to the new name, ▇▇ma▇▇ or ▇r URL.

Appears in 1 contract

Sources: Operating Agreement (Iron Bridge Mortgage Fund, LLC)