CONFORMED TO SUCH GUIDELINES AND OTHER REASONABLE REQUESTS OF
LLC WITHIN TEN (10) DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF.
(F)
REGAL AGREES NOT TO USE (I) ANY TRADEMARK OR SERVICE MARK WHICH
IS CONFUSINGLY SIMILAR TO, OR A COLORABLE IMITATION OF, ANY LLC MARK OR ANY PART
THEREOF, (II) ANY TRADEMARK OR SERVICE MARK IN COMBINATION WITH ANY LLC MARK,
EXCEPT IN THE CASE OF THE BRAND AS CREATED BY LLC UNDER THE TERMS OF SECTION
4.05(B) OR (III) ANY LLC MARK IN CONNECTION WITH OR FOR THE BENEFIT OF ANY
PRODUCT OR SERVICE OF ANY OTHER PERSON OR ENTITY, EXCEPT IN THE CASE OF THE
BRAND AS CREATED BY LLC UNDER THE TERMS OF SECTION 4.05(B).
REGAL SHALL NOT
ENGAGE IN ANY CONDUCT WHICH MAY PLACE LLC OR ANY LLC MARK IN A NEGATIVE LIGHT OR
CONTEXT, AND SHALL NOT REPRESENT THAT IT OWNS OR HAS ANY INTEREST IN ANY LLC
MARK OTHER THAN AS EXPRESSLY GRANTED HEREIN, NOR SHALL IT CONTEST OR ASSIST
OTHERS IN CONTESTING THE TITLE OR ANY RIGHTS OF LLC (OR ANY OTHER OWNER) IN AND
TO ANY LLC MARK.
(G)
WITH RESPECT TO ALL OF LLC'S APPROVALS, RIGHTS AND OTHERWISE UNDER
THIS SECTION 7.02, LLC SHALL TREAT REGAL AT LEAST AS FAVORABLY WITH RESPECT TO
EACH INSTANCE AS IT HAS FOR ANY OTHER EXHIBITOR OF THE SERVICE.
SECTION 7.03
LICENSE OF THE REGAL MARKS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ANY
GUIDELINES OR REQUIREMENTS PROVIDED IN WRITING FROM TIME-TO-TIME BY REGAL TO
LLC, REGAL HEREBY GRANTS AT NO COST TO LLC, AND LLC HEREBY ACCEPTS, A
NON-EXCLUSIVE, NON-TRANSFERABLE (EXCEPT IN CONNECTION WITH AN ASSIGNMENT OF THIS
AGREEMENT IN ACCORDANCE WITH SECTION 15.08 HEREOF), NONSUBLICENSEABLE, LIMITED
LICENSE (I) TO USE THE REGAL MARKS SOLELY IN CONNECTION WITH ITS DELIVERY OF THE
SERVICE, AS APPROVED (WHICH SHALL NOT BE UNREASONABLY OR UNTIMELY WITHHELD) BY
REGAL IN WRITING IN ADVANCE, AND (II) TO USE THE REGAL MARKS IN MARKETING
MATERIALS THAT HAVE BEEN APPROVED (WHICH SHALL NOT BE UNREASONABLY OR UNTIMELY
WITHHELD) BY REGAL PURSUANT TO THE
36
TERMS HEREOF.
LLC ACKNOWLEDGES THAT REGAL IS AND SHALL REMAIN THE SOLE OWNER OF
THE REGAL MARKS, INCLUDING THE GOODWILL OF THE BUSINESS SYMBOLIZED THEREBY.
LLC
RECOGNIZES THE VALUE OF THE GOODWILL ASSOCIATED WITH THE REGAL MARKS AND
ACKNOWLEDGES AND AGREES THAT ANY GOODWILL ARISING OUT OF THE USE OF THE REGAL
MARKS BY LLC SHALL INURE TO THE SOLE BENEFIT OF REGAL FOR ALL PURPOSES HEREOF.
(B)
PRIOR TO USING ANY MARKETING MATERIAL OR DEPICTING OR PRESENTING
ANY REGAL MARK IN OR ON ANY MARKETING OR ADVERTISING MATERIAL OR OTHERWISE, LLC
SHALL SUBMIT A SAMPLE OF SUCH MARKETING MATERIAL OR OTHER MATERIAL TO REGAL FOR
APPROVAL.
REGAL SHALL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO APPROVE
(WHICH SHALL NOT BE UNREASONABLY WITHHELD) OR REJECT ANY SUCH MARKETING MATERIAL
OR OTHER MATERIAL SUBMITTED TO IT FOR REVIEW WITHIN FIVE (5) BUSINESS DAYS FROM
THE DATE OF RECEIPT BY REGAL LLC SHALL NOT USE, PUBLISH,