Use of Name Contract Clauses (124)

Use of Name. (a) The Trading Advisor hereby consents to the non-exclusive use by the Trading Company of (a) the name "BHM," with respect to the Trading Company and (b) the name "BHM" in any documentation regarding the Trading Company, only so long as the Trading Advisor serves as a trading advisor to the Trading Company. Each of the Trading Company and the Trading Manager agree to indemnify and hold harmless the Trading Advisor, its partners, directors, officers, affiliates, employees and agents from and aga...inst any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, attorneys' fees and disbursements, which may arise out of the Trading Company's or the Trading Manager's misuse of the name "BHM" or out of any breach of, or failure to comply with, this Section 20. (b) Upon termination of this Agreement, the Trading Company, at its expense, as promptly as practicable: (i) shall take all necessary action to cause the Offering Memoranda and organizational documents of the Trading Company to be amended in order to eliminate any reference to "BHM" (except to the extent required by law, regulation or rule); and (ii) shall cease to use in any other manner, including, but not limited to, use in any sales literature or promotional material, the name "BHM" or any name, mark or logo type derived from it or similar to it (except to the extent required by law, regulation or rule). View More

Use of Name. Without the prior written consent of the other Party, neither Repare nor NYU shall use the name of the other Party or any adaptation thereof or of any staff member, employee or student of the other Party: (i) in any product labeling, advertising, promotional or sales literature; or (ii) in connection with any public offering or private placement documentation or prospectus or in conjunction with any application for regulatory approval, unless disclosure is otherwise required by law, in which cas...e either Party may make factual statements concerning the Agreement or file copies of the Agreement after providing the other Party with an opportunity to comment and reasonable time within which to do so on such statement in draft or statements that have previously been publicly disclosed as approved by the Parties or otherwise in compliance of this Agreement. Except as provided herein, neither NYU nor Repare will issue public announcements about this Agreement or the status or existence of the License without prior written approval of the other Party, which consent shall not be unreasonably withheld. View More

Use of Name. Except as otherwise provided herein or required under Applicable Law, neither Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logo of the other Party for any purpose in connection with the performance of this Agreement without the other Party's prior written consent. 35 16. FORCE MAJEURE. If, in the performance of this Agreement, one of the Parties is prevented, hindered or delayed by reas...on of any cause beyond such Party's reasonable control (e.g., war, riots, fire, strike, acts of terror, governmental action and governmental laws), such Party shall be excused from performance to the extent that it is necessarily prevented, hindered or delayed. The non-performing Party shall notify the other Party of any such event within [***] after such occurrence by giving notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance will be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform. View More

Use of Name. The Adviser has consented to the use by the Company of the acronym "FS" in the name of the Company. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Company. The acronym "FS" or the name or identifying word "Franklin Square" may be used from time to time in other connections and for other purposes by the Adviser and any of its Affiliates. The Adviser may require the Company to cease using "FS" in the name of the Company, if the Company ceases to emp...loy, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser to the Company. If so required by the Adviser, the Company will cease using "FS" in its name as promptly as practicable and make all reasonable efforts to remove "FS" from its name including calling a special meeting of shareholders. View More

Use of Name. Except as otherwise provided herein, neither Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logo of the other Party for any purpose in connection with the performance of this Agreement.

Use of Name. Upon termination of this Agreement, the Trading Company, at its expense, as promptly as practicable: (i) shall take all necessary action to cause the Prospectus of the Series and organizational documents of the Series to be amended in order to eliminate any reference to the Trading Advisor and the Trading Program (except to the extent required by law, regulation or rule); and (ii) shall cease to use in any other manner, including, but not limited to, use in any sales literature or promotional ma...terial, the name "ROW Asset Management, LLC" or any name, mark or logo type derived from it or similar to it (except to the extent required by law, regulation or rule). View More

Use of Name. (a) The Trading Advisor hereby consents to the non-exclusive use by the Trading Company of (a) the name "Transtrend" as part of the name of the Trading Company as stated above and (b) the name "Transtrend" in any documentation regarding the Trading Company, only so long as the Trading Advisor serves as a trading advisor to the Trading Company. For so long as the name of the Trading Company includes "Transtrend," any change of the name of the Trading Company shall only be made with prior written ...consent of the Trading Advisor, which consent shall not be unreasonably withheld. Each of the Trading Company and the Trading Manager agree to indemnify and hold harmless the Trading Advisor, its shareholders, partners, directors, officers, affiliates, employees and agents from and against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, attorneys' fees and disbursements, which may arise out of the Trading Company's or the Trading Manager's misuse of the name "Transtrend" or out of any breach of, or failure to comply with, this Section 20. (b) Upon termination of this Agreement, the Trading Company, at its expense, as promptly as practicable: (i) shall take all necessary action to cause the Offering Memoranda and organizational documents of the Trading Company to be amended in order to eliminate any reference to "Transtrend" (except to the extent required by law, regulation or rule); and (ii) shall cease to use in any other manner, including, but not limited to, use in any sales literature or promotional material, the name "Transtrend" or any name, mark or logo type derived from it or similar to it (except to the extent required by law, regulation or rule). 30 21. Notices. All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof): if to the Trading Company: Morgan Stanley Managed Futures Transtrend I, LLC c/o Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 United States of America Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com if to the Trading Manager: Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis United States of America Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Timothy P. Selby, Esq. United States of America Facsimile: (212) 210-9444 Email: timothy.selby@alston.com if to the Trading Advisor: TRANSTREND B.V. P.O. Box 444, 3000 AK Rotterdam The Netherlands Attn: Directors Facsimile: +31-10-4532750 Email: mgt@transtrend.com 22. Continuing Nature of Representations Warranties and Covenants: Survival. 31 All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained. In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will use its best efforts to promptly notify the other parties of such fact. View More

Use of Name. The Adviser shall not use the name, logo, trade or service mark or derivative of the foregoing of the Sub-Adviser or any of the Sub-Adviser's affiliates in any prospectus, sales literature or other materials whether or not relating to the Trust in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses of its or its affiliate's name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC o...r a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld. The Sub-Adviser shall not use the name of the Trust, the Fund or the Adviser in any materials relating to the Sub-Adviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its and the Fund's or the Trust's name which merely refer in accurate terms to the appointment of the Sub-Adviser hereunder, including placing the Trust's or the Adviser's name on the Sub-Adviser's list of representative clients, or which are required by the SEC or a state securities commission, and, provided further, that in no event shall such approval be unreasonably withheld. View More