Avis 2007 Annual Report Download - page 194

(ii) the issue by the Commission of the European Communities of a Statement of Objections which includes an objection to the
exclusivity of the rights granted to Licensee under Section 2.1; or
(iii) the grant by Licensor to any third party or the exercise by Licensor of any rights (which rights shall be continuing after 30 days
notice by Licensee to Licensor) inconsistent with the exclusive rights granted to Licensee under Section 2.1 to use the Licensed
Marks in connection with the goods or services listed in Appendix II, Part I; or
(iv) the issue by the Commission of the European Community of a decision, or the making of any award, judgment or order by any
national court or the European Court of Justice which is final and against which no appeal can be made, in either case which both
(a) restricts or invalidates the exclusivity of the rights granted to Licensee and (b) invalidates in whole or in part (whether
prospectively or retrospectively) an assignment of marks which has been or may be executed pursuant to Section 10.1 but it is
reasonably anticipated that such decision would not have invalidated such assignment in the absence of the obligation of Licensee
to reassign such marks under Section 10.5.
10.4 In the event of any assignment pursuant to Section 10.1 Licensee shall grant forthwith and from time to time upon request a paid-up
exclusive license to use any of the marks assigned to it pursuant to Section 10.1 in connection with the sale and distribution of all
products and services other than the Licensed Products and Services. Such license shall be in a form which shall contain such quality
control and other provisions as are necessary in law to protect Licensee’s rights to such marks and shall continue until the date of any
reassignment pursuant to Section 10.5 or, if no such reassignment occurs, indefinitely.
10.5 Subject to Section 10.9, if any mark is assigned to Licensee pursuant to Section 10.1 as a result of the occurrence of any event described
in Section 10.3(i) or 10.3(ii) Licensee shall immediately upon receipt of Licensor’s request at any time from time to time after the
occurrence of any of the events or the date described in Section 10.7 at Licensor’s expense execute all and any documents necessary to
re
-
assign to Licensor full right, title and interest to and in such mark.
10.6 Licensee hereby irrevocably appoints Licensor as its attorney-in-fact in its name and on its behalf to execute in such form as Licensor
may approve any and all assignments, transfers, consents, directions and other documents of whatever kind as may be reasonably
necessary to give effect to the assignments described in Section 10.5, and hereby ratifies and affirms that which Licensor shall do by
virtue of the power hereby conferred.
10.7
The events and date referred to in Section 10.5 are any of the following:
(i) where the assignment of the Licensed Marks took place as a result of the occurrence of an event described in Section 1O.3(i), the
making of an award, judgment or order which is final and against which no appeal can be made, which confirms the validity for the
duration of this Agreement of the exclusive rights granted to Licensee hereunder; or
(ii) where the assignment of the Licensed Marks took place as a result of the occurrence of the event described in Section 10.3(ii), the
issue by the European Commission of a negative clearance or an exemption confirming the validity for the duration of this
Agreement of the exclusive rights granted to Licensee hereunder; or