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Document Preview License Agreement |
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Title: |
License Agreement |
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Date: |
2006 |
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Preview shows 9KB of 37KB total |
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$38 |
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ID: |
#2433952 |
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement"), dated as of December 1, 2005 (the "Effective Date"), by and among Citigroup Inc., a corporation incorporated in the State of Delaware ("Citigroup"), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a "Licensee").
WHEREAS, Legg Mason, Inc., a corporation incorporated in the State of Maryland ("Legg Mason") and Citigroup have entered into a Transaction Agreement, dated as of June 23, 2005 and amended as of the Effective Date (as amended, the "Transaction Agreement"), under which Citigroup is selling to Legg Mason substantially all of its global asset management business currently operated as Citigroup Asset Management and Legg Mason is selling the PC/CM Business, including the private client business of Legg Mason to Citigroup;
WHEREAS, effective as the Closing of the Transaction, an Affiliate of Legg Mason that is wholly-owned by Legg Mason serves as the investment adviser for each Licensee ("Adviser");
WHEREAS, Citigroup owns all right, title and interest in the Citi Marks (as defined below), and each Licensee desires a license to use the Citi Marks and Citigroup is willing to grant such license to each Licensee, on the terms and subject to the conditions contained herein;
WHEREAS, Citigroup prior to the Effective Date had granted permission to Licensee to use the Citi Mark(s) designated under Licensee's name in Schedule A (such names and marks that contain or otherwise reference CITI, SB, SALOMON BROTHERS, or SMITH BARNEY, the "Citi Marks"), and Licensee desires a license to continue to use such Citi Mark(s) for a period of time and Citigroup is willing to grant such license to each Licensee, on the terms and subject to the conditions contained herein;
WHEREAS, pursuant to that certain Cross-License Agreement of even date hereof between Citigroup and Legg Mason, Citigroup is granting Legg Mason a transitional license to use the Citi Marks solely in connection with the investment advisory services provided by Legg Mason or Affiliates thereof to each Licensee as well as the advertising, marketing, promotion, and distribution of each Licensee (the "Cross-License"); and
WHEREAS, this Agreement serves as an individual license agreement between Citigroup and each Licensee.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
1
1.01 Defined Terms. Initially capitalized terms shall have the meaning respectively ascribed to them herein, including the following terms:
"Affiliate" means, with respect to any specified Person, any other Person that at the time of determination, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
"Business Day" means any day other than a Saturday, Sunday, or a holiday on which commercial banks in the State of New York are closed.
"Control" (including its correlative meanings "Controlled by" and "under common Control with") means the possession, directly or indirectly, of power to direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).
"Cross-License" has the meaning ascribed to it in the Recitals.
"Governmental Authority" means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body, including the Securities and Exchange Commission and any SRO within or outside the United States.
"Law" means, with respect to any Person, any domestic or foreign federal or state statute, law, ordinance, rule, administrative code, administrative interpretation, regulation, order, consent, writ, injunction, directive, judgment, decree, policy, ordinance, decision, guideline or other requirement of (or agreement with) any Governmental Authority (including any memorandum of understanding or similar arrangement with any Governmental Authority), in each case binding on that Person or its property or assets.
"Person" means any individual, corporation, business trust, partnership, association, limited liability company, unincorporated organization or similar organization, or any Governmental Authority.
"SRO" means the NASD, the National Futures Association, each national securities exchange in the United States and each other board or body, whether United States or foreign, that is charged with the supervision or regulation of brokers, dealers, commodity pool operators, commodity trading advisers, futures commission merchants, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers.
"Trademarks" means, collectively, whether registered or unregistered, trademarks, service marks, certification marks, trade dress, logos, trade names, slogans, designs, URL addresses, internet domain names, and any similar indicia of source or origin, including the goodwill of the business symbolized thereby or associated therewith, all statutory and common-law rights thereto, and all rights therein provided by international treaties and conventions.
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