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C » Topics » (b) The Purchaser hereby acknowledges the existence of the NAM License Agreement, which will remain in effect after the Closing.This excerpt taken from the C 10-Q filed Aug 7, 2009. (b) The Purchaser hereby acknowledges the existence of the NAM License Agreement, which will remain in effect after the Closing.(c) The Parties shall, on the Closing Date, cause the New Securities Company and NCH to enter into the Transitional License Agreement (which will by its terms become effective upon the Closing), which will govern all transitional use by the Sellers and their Affiliates of the Nikko Marks and Domain Names and by the New Securities Company and the Group Companies of certain Citi Marks after the Closing.(d) The Purchaser acknowledges and agrees that (i) the Sellers and their respective Affiliates own and shall continue to own all worldwide right, title and interest in and to all Citi Marks; (ii) none of the Purchaser, the New Securities Company or any other Affiliate of the Purchaser shall contest the validity or the Sellers’ or their Affiliates’ respective ownership of the Citi Marks anywhere in the world; (iii) none of the Purchaser, the New Securities Company or any other Affiliate of the Purchaser shall maintain or apply for
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the registration of a Citi Mark anywhere in the world; (iv) none of the Purchaser, the New Securities Company or any other Affiliate of the Purchaser shall take any action to protect or enforce the Citi Marks or settle, commence or defend any claim relating to any Citi Mark without the Sellers’ prior written approval; and (v) the Purchaser, the New Securities Company and any other Affiliate of the Purchaser shall prevent and immediately discontinue any unauthorized use or misuse of any Citi Mark by any of them, as directed by the Sellers.(e) The Sellers acknowledge and agree that, after the Closing and subject to the terms and conditions of the Ancillary Agreements and the NAM License Agreement and except as set forth on Schedule 4.8(e), (i) the Purchaser and its respective Affiliates shall own all worldwide right, title and interest in and to all Nikko Marks and Domain Names; (ii) none of the Sellers nor any Affiliate of the Sellers shall contest the validity or the Purchaser’s or its Affiliates’ respective ownership of the Nikko Marks and Domain Names anywhere in the world; (iii) none of the Sellers or any other Affiliate of the Sellers shall maintain or apply for the registration of Nikko Marks and Domain Names anywhere in the world; (iv) none of the Sellers nor any Affiliate of the Sellers shall take any action to protect or enforce the Nikko Marks and Domain Names or settle, commence or defend any claim relating to any Nikko Marks or Domain Names without the Purchaser’s prior written approval; and (v) the Sellers and the relevant Affiliate of the Sellers shall prevent and immediately discontinue any unauthorized use or misuse of any Nikko Marks or Domain Names by any of them, as directed by the Purchasers.(f) With the consent of Purchaser (which, if such contribution would not affect the calculation of Adjusted Combined Net Assets, will not be unreasonably withheld), NCH may transfer the shares of one or more of the Related Companies (identified as being owned by NCH on Schedule I) to NCS as a capital contribution. In the event of any such transfer of a Related Company, the Parties acknowledge and agree that (x) any such Related Company shall cease to be a “Related Company” but shall be a “NCS Subsidiary and Associate” and (y) the allocation of the Purchase Price between the New Securities Company Shares and the Related Company Shares shall be revised accordingly. |
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