Common use of Company Marks Clause in Contracts

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 requested by the Companies, the Subsidiaries and the Group Companies.