ITS EXPENSES TO WHICH IT IS THEN ENTITLED;
B)
DELIVER TO THE BOARD OF DIRECTORS A FULL ACCOUNTING, INCLUDING A
STATEMENT SHOWING ALL PAYMENTS COLLECTED BY IT AND A STATEMENT OF ALL MONEY HELD
BY IT, COVERING THE PERIOD FOLLOWING THE DATE OF THE LAST ACCOUNTING FURNISHED
TO THE BOARD OF DIRECTORS;
C)
DELIVER TO THE BOARD OF DIRECTORS ALL PROPERTY AND DOCUMENTS OF
THE COMPANY THEN IN THE CUSTODY OF THE ADVISOR; AND
D)
COOPERATE WITH THE COMPANY AND TAKE ALL REASONABLE STEPS
REQUESTED BY THE COMPANY TO ASSIST THE BOARD OF DIRECTORS IN MAKING AN ORDERLY
TRANSITION OF THE ADVISORY FUNCTION.
20.
CHANGE OF NAME.
THE COMPANY RECOGNIZES THAT
THE NAME AND MARK "INLAND" HAVE ESTABLISHED PRESTIGE AND GOODWILL AND HAVE
ACQUIRED VALUABLE SECONDARY MEANINGS IN THE REAL ESTATE AND RELATED INDUSTRIES
AND IN THE MIND OF THE PUBLIC. THE COMPANY DESIRES TO ASSOCIATE ITSELF WITH AND
BENEFIT FROM THE "INLAND" NAME, AND IN CONSIDERATION OF THE GRANT BY THE ADVISOR
AND ITS AFFILIATES OF A PERPETUAL ROYALTY FREE LICENSE TO THE COMPANY (WHICH
LICENSE HAS BEEN AUTHORIZED), SUBJECT TO THE CONDITIONS SET FORTH IN THIS
SECTION 20, TO USE THE NAME AND MARK "INLAND" IN CONNECTION WITH A REAL ESTATE
INVESTMENT TRUST THROUGHOUT THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS,
THE COMPANY AGREES THAT:
A)
THE VALUE OF THE "INLAND" NAME CANNOT BE REASONABLY AND
ADEQUATELY COMPENSATED FOR IN DAMAGES IN ACTION AT LAW AND UNAUTHORIZED USE OF
THE "INLAND" NAME WILL CAUSE IRREPARABLE INJURY AND DAMAGE TO THE ADVISOR AND
ITS AFFILIATES. THE ADVISOR OR ITS AFFILIATES SHALL BE ENTITLED AS A MATTER OF
RIGHT TO INJUNCTIVE RELIEF TO PREVENT THE USE OF THE "INLAND" NAME BY THE
COMPANY IN THE EVENT OF THE CIRCUMSTANCES DESCRIBED IN SUBSECTION (D) BELOW.
B)
THE COMPANY AGREES TO USE THE "INLAND" NAME AND MARK IN A MANNER
WHICH WILL PROTECT THE RIGHT OF THE ADVISOR AND ITS AFFILIATES THEREIN AND SUCH
USE SHALL BE AS LICENSEE FOR THE ACCOUNT AND BENEFIT OF THE ADVISOR AND ITS
AFFILIATES. TO THE EXTENT ANY RIGHTS IN THE NAME OR MARK "INLAND" ARE DEEMED TO
ACCRUE TO THE COMPANY, THE COMPANY HEREBY ASSIGNS ANY AND ALL SUCH RIGHTS TO THE
ADVISOR AND ITS AFFILIATES AT SUCH TIME AS THEY MAY BE DEEMED TO ACCRUE.
C)
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AN
ASSIGNMENT OR GRANT TO THE COMPANY OF ANY RIGHT, TITLE OR INTEREST IN OR TO THE
NAME OR MARK "INLAND" OR ANY OTHER TRADEMARKS, TRADE NAMES OR RELATED SERVICE
MARKS, INSIGNIAS, LOGOS, DESIGNS AND COLOR SCHEMES, IT BEING UNDERSTOOD THAT ALL
RIGHTS RELATING THERETO ARE RESERVED BY THE ADVISOR AND ITS AFFILIATES, EXCEPT
FOR THE LICENSE HEREUNDER TO THE COMPANY OF THE RIGHTS TO USE THE NAME OR MARK
AS SPECIFICALLY AND EXPRESSLY PROVIDED HEREIN. THE COMPANY AGREES TO COOPERATE
FULLY AND IN GOOD FAITH WITH THE ADVISOR AND ITS AFFILIATES, AT THE EXPENSE OF
THE ADVISOR AND ITS AFFILIATES, IN
17
SECURING AND PRESERVING THE RIGHTS OF