Transitional Trademark License Agreement (2007)Full Document 

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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, 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.




e.                          Marks” shall mean the trademarks, service marks, trade dress, trade names, company names, logos, slogans and domain names of Parent that Company was using as of the Closing Date.


f.                            Party” or “Parties” shall have the meaning ascribed to such term in the preamble.


g.                         Term” shall mean the term of this Trademark Agreement commencing on the Closing Date and continuing for a period of eighteen (18) months from the Closing Date, unless terminated pursuant to the termination provisions of Section 5.1 hereof and except and to the extent this Trademark Agreement continues pursuant to Section 2.2 hereof.


1.2.                Order of Precedence. In the case of ambiguity or conflict between or among the terms and conditions of this Trademark Agreement and the terms and conditions of the Stock Purchase Agreement, the terms and conditions of this Trademark Agreement shall control with respect to the use of the Marks.


2.                         LICENSE.


2.1.                Cessation of Use. Except as provided in Sections 2.2, 2.3 and 5.4, Company shall cease using the Marks no later than the expiration or termination of the Term of this Trademark Agreement.


2.2.                License Grant. Subject to the terms and conditions of this Trademark Agreement, Parent grants to Company, a limited, worldwide, royalty-free, non-exclusive, non-transferable and non-assignable license (without the right to sublicense) to use the Marks solely (i) in the ordinary course of its business, (ii) in a manner which is consistent with the manner in which the Company uses the Marks as of the Closing Date, except as provided in this Trademark Agreement, (iii) in the Field of Use, and (iv) during the Term hereof. Company may allow the other GMACCH Companies to use the Marks in the same manner Company itself may use the Marks. Notwithstanding the foregoing or any other provision to the contrary, Company may continue to use the Marks to the extent required by applicable Law or as may be needed to comply with legal or contractual obligations until the third anniversary of the Closing Date.

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