TRANSITIONAL TRADEMARK LICENSE AGREEMENT
This Transitional Trademark License Agreement (this “Trademark Agreement”) is made and entered into as of this 23 day of March 2006, by and between General Motors Acceptance Corporation, a Delaware corporation (“Parent”), and GMAC Commercial Holding Corp., a Nevada corporation (the “Company”). Parent and Company are referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
WHEREAS, Parent, GMAC Mortgage Group, Inc., a Michigan corporation (“Seller”), Company and GMACCH Investor LLC, a Delaware limited liability company (“Investor”), have entered into that certain Amended and Restated Stock Purchase Agreement dated August 2, 2005, as amended (the “Stock Purchase Agreement”) pursuant to which Seller has agreed to sell and Investor has agreed to purchase 780 shares of common stock, par value $.01 per share, of the Company (“Common Stock”), representing 78% of the issued and outstanding shares of Common Stock; and
WHEREAS, in the context of such sale, Parent desires to grant to Company, and Company desires to accept, a limited license to use certain of Parent’s trademarks, service marks, trade dress, trade names, company names, logos, slogans and domain names solely in a certain specified field of use.
NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Trademark Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.
1. DEFINITIONS AND ORDER OF PRECEDENCE.
1.1. Definitions. The following terms, when used herein with initial capital letters, shall have the respective meaning set forth in this Article 1. The singular includes the plural and vice versa. Words or phrases, including, without limitation, initially capitalized terms, used in this Trademark Agreement and not otherwise defined herein shall have the respective meanings assigned to them in the Stock Purchase Agreement.
a. “Brand Standards” shall mean the brand standards of Parent published at www.gmacbrand.com, as amended from time to time.
b. “Claims” shall mean commenced or threatened third party claims, demands, causes of action, suits or similar proceedings by a third party against a Party.
c. “Field of Use” shall mean Commercial Capital Business.
d. “GM” shall mean General Motors Corporation.