the Licensee (and the Licensee agrees to
execute such novation agreement) so as to give effect to the transfer and bind
the assignee to all provisions to this Deed; and
(e)
such assignee is resident in the United
Kingdom for tax purposes.
7.4
THIS DEED SHALL BE BINDING ON ANY
SUCCESSORS OR PERMITTED ASSIGNEE OF THE LICENSEE AND THE LICENSEE SHALL PROCURE
THAT ANY SUCH SUCCESSOR OR PERMITTED ASSIGNEE OF THE LICENSEE IS NOTIFIED OF THE
TERMS OF THIS DEED. THIS DEED SHALL BE BINDING ON ANY SUCCESSORS OR PERMITTED
ASSIGNEE OF VEL AND VEL SHALL PROCURE THAT ANY SUCH SUCCESSOR OR PERMITTED
ASSIGNEE OF VEL IS NOTIFIED OF THE TERMS OF THIS DEED.
7.5
IN THE EVENT THAT VEL:
(A)
CHOOSES NOT TO RENEW ANY ONE OR ALL OF THE
TRADE MARK REGISTRATIONS FOR THE NAMES VEL AGREES TO NOTIFY THE LICENSEE AND, AT
THE LICENSEE'S REQUEST, VEL AGREES THAT IN CONSIDERATION FOR ONE HUNDRED POUNDS
(£100), ALL TITLE TO THOSE NAMES IT HAS CHOSEN NOT TO RENEW AND THE GOODWILL
ASSOCIATED WITH SUCH MARKS IN THE TERRITORY SHALL BE ASSIGNED TO THE LICENSEE.
THIS OBLIGATION TO ASSIGN SHALL NOT APPLY IN RESPECT OF ANY COMMUNITY TRADE
MARKS WHICH VEL SHALL, AT THE LICENSEE'S REQUEST AND COST, EITHER CONVERT TO A
SERIES OF NATIONAL MARKS AND IN RESPECT OF ANY SUCH NATIONAL CONVERSIONS IN THE
TERRITORY, ASSIGN THOSE SOLELY RELATING TO THE TERRITORY TO THE LICENSEE OR
CANCEL THEM IN WHICH EVENT VEL CONFIRMS THAT THE LICENSEE SHALL BE ENTITLED TO
REGISTER A NATIONAL MARK IN THE FORM OF ANY SUCH COMMUNITY TRADE MARK; OR
(B)
IRREMEDIABLY FAILS (WITH NO PROSPECT OF
MITIGATING OR RESOLVING SUCH FAILURE) TO RENEW ANY OF THE TRADE MARK
REGISTRATIONS FOR THE NAMES VEL ACKNOWLEDGES THAT IT SHALL NOT OBJECT TO THE
LICENSEE SEEKING TO RE-FILE SUCH MARKS. VEL AGREES TO NOTIFY THE LICENSEE OF ANY
SUCH FAILURE TO RENEW AS SOON AS IT DISCOVERS SUCH FAILURE AND THE LICENSEE
AGREES TO NOTIFY VEL SHOULD IT BECOME AWARE OF ANY IMPENDING OR MISSED DEADLINE
FOR RENEWAL.
7.6
FOR THE PURPOSES OF CLAUSE 7.5(A) AND
(B), VEL HEREBY IRREVOCABLY APPOINTS ANY OF THE
41
OFFICERS AND DIRECTORS OF THE LICENSEE FROM TIME TO TIME TO BE ITS TRUE AND
LAWFUL ATTORNEY (EACH AN "ATTORNEY") WITH THE FULL POWER AND AUTHORITY OF VEL IN
ITS NAME TO EXECUTE ON VEL'S BEHALF IN WHATEVER MANNER REQUIRED ANY DOCUMENT OR
THING LAWFULLY NECESSARY IN SUCH FORM AS THE ATTORNEY IN HIS ABSOLUTE DISCRETION
MAY REASONABLY DEEM NECESSARY OR DESIRABLE TO GIVE EFFECT TO THE ASSIGNMENT
REFERRED TO IN CLAUSE 7.5(A) AND ANY REFILING PURSUANT TO CLAUSE 7.5(B) AND/OR
ANY DOCUMENTS REQUIRED TO FACILITATE ANY SUCH REFILING AND ITS PROSECUTION TO
GRANT AND VEL UNDERTAKES TO RATIFY WHATEVER THE ATTORNEY MAY DO IN ITS NAME OR
ON ITS BEHALF IN EXERCISING SUCH POWERS.
8.
INDEMNITY, WARRANTIES AND
LIMITATIONS OF LIABILITY
WARRANTIES
8.1
VEL WARRANTS TO THE LICENSEE THAT:
(A)
IT IS A LIMITED COMPANY DULY ORGANISED, EXISTING
AND