Company Marks. Section 3.17(b).......................................25
Company Marks. (a) Seller acknowledges that from and after the Closing, (i) all right, title and interest in and to the trademarks set forth in Schedule 3.15(a) of the Seller Disclosure Schedule, any similar or related marks, service marks, Internet domain names, trade names, trade dress and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Company Marks”) shall be owned by the Company and/or a Subsidiary and/or a Group Company, (ii) neither the Seller nor any of its Affiliates (other than the Company and/or a Subsidiary and/or a Group Company) shall (A) have any rights in the Company Marks, or (B) contest the ownership or validity of any Company Marks. No later than one hundred and twenty (120) days following the Closing, the Seller shall, and shall cause each of its Affiliates to, file amended certificates of incorporation with the appropriate Governmental Authorities changing its corporate name, “doing business as” name, trade name and any other similar corporate identifier (each, a “Corporate Name”) to a Corporate Name that does not contain any of the Company Marks.
(b) (i) To the extent that the transfer of ownership of any Company Marks is not effective as of Closing then until such time that the transfer of such Company Marks is effective, (A) the Seller and its Affiliates agree to take any and all actions necessary or reasonably requested by the Purchaser at the Purchaser’s expense, both prior to and after the Closing, to record, perfect or otherwise effect the rights of the Companies, the Subsidiaries and/or the Group Companies in such Company Marks; (B) the Seller and its Affiliates hereby grant to the Companies, the Subsidiaries and the Group Companies a perpetual, assignable, exclusive (subject to (ii) below), worldwide, royalty-free, non-terminable, sublicensable, irrevocable license under such Company Marks for use in the Business or any other business as operated by the Companies, the Subsidiaries and/or the Group Companies and/or their assignees; (C) the Seller and its Affiliates shall not enter into any agreement or commitment that contradicts with the provisions contained in this Section 5.07; and (D) the Seller and its Affiliates shall, at the Purchaser’s expense, work together in good faith with the Purchaser, the Companies, the Subsidiaries and the Group Companies to maintain the validity and enforceability of such Company Marks, including taking all actions reasonably reques...
Company Marks. Company is the sole and exclusive owner of all Company-owned or licensed trademarks, trade names, domains names, and logos (“Company Marks”). Kochava explicitly disclaims any ownership in Company Marks. Company reserves all rights, title, and interest in all Company Marks and intellectual property not expressly granted under this Agreement.
Company Marks. (i) Subject to the terms and conditions hereof, LGC hereby agrees that upon the consummation of the transactions contemplated by this Agreement, (A) LGC will and hereby does transfer to GP Buyer and Lehigh GP any and all of LGC’s rights, title and interests in or to the name “Lehigh Gas” and any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing (collectively, the “Company Marks”) and (B) LGC shall not, and shall not permit its Affiliates to, use any of the Company Marks (subject to Section 5.15(f)(ii) and Section 5.15(f)(iii)).
(ii) Notwithstanding anything to the contrary herein, LGC and its Affiliates shall have the right to continue using the Company Marks in connection with transitioning to new names and marks for a period of nine (9) months following the consummation of the transactions contemplated by this Agreement (or such longer period to the extent reasonably necessary in connection with obtaining any governmental licenses, authorizations, permits, consents and approvals required in connection with such transition), including on business cards, stationery and other materials, displays and signage, and websites and email addresses. All goodwill associated with the Company Marks pursuant to the foregoing rights shall inure to the benefit of Lehigh GP and the Partnership Entities. LGC and its Affiliates shall use the Company Marks at a level of quality equivalent in all material respects to that in effect for Company Marks as of the Closing Date.
(iii) For the avoidance of doubt, nothing in this Section 5.15(f) shall preclude any uses of the Company Marks by LGC and its Affiliates that are required or otherwise not prohibited under applicable Law, including uses of the Company Marks not in commerce, archival and backup uses in files and electronic materials, uses that would not cause confusion as to the origin of a good or service, and references to the Company Marks in historical, tax, and similar records.
(iv) For the avoidance of doubt, it is acknowledged and agreed that LGO and its Affiliates will retain any and all of their rights, title and interests in and to the name “Lehigh Gas-Ohio” and variations thereof or any service marks, trademarks, trade names identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing (collectively, the “LGO Marks”), and nothing in this Agreement shall impair or...
Company Marks. Company has the legal right to use and to permit the Bank to use, to the extent set forth herein, Company Marks.
Company Marks. The term "Company Marks" shall mean all trademarks, trade names, service marks and trade dress of the Company and parent companies, subsidiaries and affiliates of the Company, including, without limitation, "ArbiterSports."
Company Marks. Contractor will not use any trade name, trademark, service xxxx, or logo of Company (or any name, xxxx, or logo confusingly similar thereto), in any advertising, promotions, or otherwise, without Company’s prior written consent.
Company Marks. The Executive shall not at any time, directly or indirectly, use or purport to authorize any Person to use any name, xxxx, logo, trade dress or identifying words or images which are the same as or similar to those used at any time by the Company in connection with any product or service, whether or not such use would relate to a Competitive Product.
Company Marks. Company grants to Sponsor a non-transferable, non-exclusive, non- sublicensable, revocable license to use, copy, and display the IQCS Pilot Program marks set out in Exhibit B (the “Company Marks”) for the limited purposes set out in Section 1.3.
Company Marks. Company graphics, logos, designs, page headers, button icons, scripts and service names are marks or trade dress of Company in the U.S. and/or other countries. SubLicensee acknowledges and agrees that Company's marks and trade dress may not be used, including as part of marks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, except as contemplated in this PGP or with the prior written permission of Company.
