Exhibit 2.35
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement
(“Agreement”) is entered into this 11 th day
of March, 2005, by and between PETE & SHORTY’S, INC.
a Florida Corporation, with its principal place of business located
at 26133 US Hwy. 19 North, Suite 100 Clearwater, Florida 33763
(“P&S”), and 155 East Tropicana, LLC, a Nevada
limited liability company, located at 115 E. Tropicana Avenue, Las
Vegas, Nevada 89109 (“155”).
RECITALS
A.
P&S is in the business of owning and operating restaurants
under the name PETE & SHORTY’S, and is the owner of
the trademark for restaurant, bar and cocktail lounge services and
the federal registration for restaurant services, U.S. Reg.
No. 2177169 (the “Mark”).
B.
155 is developing a newly branded HOOTERS casino resort at the San
Remo hotel and casino in Las Vegas, Nevada.
C.
155 wishes to license the PETE & SHORTY’S trademark
for a restaurant in the HOOTERS casino resort, and affiliated
merchandise, entertainment and casino services.
D.
P&S agrees to provide such license of its Mark, in order to
increase the notoriety and value of its Mark upon the following
terms and conditions.
NOW
THEREFORE, for good and valuable consideration, and in
consideration of the foregoing terms and conditions, the parties
agree as follows:
1.
GRANT OF LICENSE. P&S grants to . 155 a
nonexclusive, nontransferable license to use the Mark in its name
and in connection with a restaurant, bar, and lounge in the new
HOOTERS resort hotel and casino in Las Vegas and affiliated
merchandise, entertainment and casino services.
2.
OWNERSHIP OF MARKS. 155 acknowledges P&S’s
ownership in the Mark, and agrees it will do nothing inconsistent
with such ownership and that all uses of the Mark shall inure to
the benefit of, and be on behalf of, P&S. P&S shall have
the right to obtain federal and/or state registrations for any and
all additional goods and services provided by 155, and 155 agrees
to assist P&S in obtaining such registrations as needed.
3.
QUALITY STANDARDS. 155 agrees that the nature and quality of
all services rendered and all goods offered by 155 in connection
with the Mark, and all related advertising, promotional and other
related uses of the mark by 155 shall conform to standards set by
P&S and shall be under the control of P&S.
