assign or otherwise transfer this License Agreement
or any rights hereunder without the prior consent of the other Party hereto,
provided that Licensee may assign or transfer this License Agreement and\or any
rights hereunder to any Person into or with which it may be merged or
consolidated or to which it may sell or transfer all or substantially all of its
assets, or to which it may sell all or substantially all of the assets of the
Business. Notwithstanding the foregoing, nothing in this section will limit the
right of Licensor to assign or otherwise transfer this License Agreement in
connection with the sale of the Licensed Name and Licensed Mark.
Upon any
permitted assignment of this License Agreement, the assignee shall be
substituted for the assignor for all purposes of this License Agreement.
13.
SEVERABILITY.
IF ANY OF THE PROVISIONS CONTAINED IN THIS LICENSE
AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION
OF THIS LICENSE AGREEMENT, AND THIS
7
LICENSE AGREEMENT SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR
UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED IN THIS LICENSE AGREEMENT.
14.
ENTIRE AGREEMENT.
EXCEPT AS PROVIDED IN THE ASSET PURCHASE
AGREEMENT, THIS LICENSE AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE LICENSED NAME.
THIS LICENSE AGREEMENT MAY NOT BE AMENDED
EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY THE PARTIES.
15.
COUNTERPARTS.
THIS LICENSE AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, ALL OF WHICH WILL BE CONSIDERED ONE AND THE SAME LICENSE
AGREEMENT, AND WILL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS HAVE
BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTIES.
16.
APPLICABLE LAW.
THIS LICENSE AGREEMENT (AND ANY CLAIMS OR DISPUTES
ARISING OUT OF OR RELATING HERETO OR TO THE TRANSACTIONS CONTEMPLATED HEREBY OR
TO THE INDUCEMENT OR ANY PARTY TO ENTER INTO HEREIN, WHETHER FOR BREACH OF
CONTRACT, TORTIOUS CONDUCT OR OTHERWISE AND WHETHER PREDICATED ON COMMON LAW,
STATUTE OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT GIVING REFERENCE TO THE PRINCIPLES OF CONFLICTS OF
LAW.
EACH OF THE PARTIES HEREBY AGREES THAT ANY SUIT, ACTION OR PROCEEDING
RELATING IN ANY WAY TO THIS LICENSE AGREEMENT MAY BE BROUGHT AND ENFORCED IN THE
CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR IN THE DISTRICT COURT OF THE UNITED
STATES OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, AND
IN EITHER CASE THE PARTIES HEREBY SUBMIT TO THE JURISDICTION OF EACH SUCH COURT.
EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION OR
OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT THE PARTY IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE
SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER. THE PARTIES CONSENT AND AGREE TO
SERVICE