Common use of Company Marks Clause in Contracts

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 otherwise adversely affect the rights of LGO and its Affiliates with respect to any of the LGO Marks. GP Buyer and Lehigh GP shall not, and shall not permit their respective Affiliates to, use any of the LGO Marks.

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)(iii5.15(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 otherwise adversely affect the rights of LGO and its Affiliates with respect to any of the LGO Marks. GP Buyer and Lehigh GP shall not, and shall not permit their respective Affiliates to, use any of the LGO Marks.

Company Marks. (ia) Subject to the terms and conditions hereofof this Agreement (including this Section 5.2), LGC Company hereby grants to Bank a limited, non-exclusive, non-transferable (except as provided in Section 10.4), revocable license to use the Company Marks set forth in Schedule 5.2(a) in the United States during the Term in the creation, development, marketing, and administration of the Plan, with no right to sublicense except as expressly provided herein. Subject to the terms and conditions of this Agreement (including this Section 5.2), the foregoing license includes use of the Company Marks in Plan-related promotional materials, advertising, websites, apps, marketing and solicitations, as well as on Credit Cards or any digital representation of a Credit Card or Account, or for Bank’s securitization activities. Bank agrees that upon the consummation all use of the transactions contemplated Company Marks, and all goodwill arising out of such use (whether under this Agreement or otherwise) shall inure to the sole benefit of Company and its Affiliates. (b) Bank’s right to use the Company Marks under this Agreement shall be subject to the following conditions and restrictions: (i) All use of the Company Marks shall conform to standards reasonably set by Company and communicated to Bank from time to time unless otherwise agreed to by Company in advance in writing. (ii) Prior to the first publication of any Forms, advertisements or other materials using the Company Marks, Bank shall submit a sample of each such Form, advertisement or other material to Company for written approval of the use of the Company Marks provided that Company will provide a sample of the letterhead to be used for Cardholder letters. Company shall have the right, in its sole reasonable discretion and at any time upon written notice to Bank, to prohibit the use of the Company Marks in any Forms, advertisements or other materials under this Agreement. (iii) Bank shall not adopt or use, without Company’s prior written consent, any variation of the Company Marks or any other trade name, trademark, service xxxx or logo of Company or its Affiliates, or any word or xxxx similar to or likely to be confused with the same, nor shall Bank do anything or commit any act which might materially prejudice or adversely affect the validity of the Company Marks or any other trade name, trademark, service xxxx or logo of Company or its Affiliates, Company’s or its Affiliates’ ownership or exploitation thereof, or the goodwill associated therewith. (c) Upon the expiration or termination of this Agreement, the license set forth in this Section 5.2 shall automatically terminate, and Bank and its sublicensees shall immediately cease all use of the Company Marks; provided, that (i) Company grants Bank a limited, non-exclusive, non-transferable, revocable license, with no right to sublicense except as expressly provided herein, to use the Company Marks in the United States (A) LGC will during the Soft Landing Period in the marketing and hereby does transfer to GP Buyer and Lehigh GP any and all administration of LGC’s rightsthe Plan, title and interests in or (B) for a period of thirty (30) days immediately after the Soft Landing Period solely to the extent necessary to administer the then-remaining Accounts, and (C) during the Interim Servicing Period solely to the extent necessary to administer the then-remaining Accounts; and (ii) if Bank retains the Accounts after termination of this Agreement, Company grants Bank a limited, non-exclusive, non-transferable, revocable license to use the Company name “Lehigh Gas” and (but not any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing (collectively, the “other Company Marks”) in the United States until the Accounts are liquidated, solely in connection with the administration and collection of the balance due on the Accounts to the extent required by Applicable Law, with no right to sublicense except as expressly provided herein; provided, however, Bank may continue to refer to Company’s name and use the text name of Company (but not any other Company Marks) for the purpose of servicing the Accounts until all Accounts are re-branded, substituted or liquidated, as applicable; provided, further, that in each of subclauses (i) and (Bii), such use will be subject to the terms and conditions of this Agreement, including Section 5.2(b) LGC and the prior written approval of Company, not to be unreasonably withheld. (d) Bank shall nothave no right to sub-license the rights granted under Section 5.2(a) or Section 5.2(c), except that Bank may, subject to the terms and shall not permit its Affiliates toconditions of this Agreement, including Section 5.2(b), sublicense the use any of the Company Marks (subject i) to Section 5.15(f)(ii) and Section 5.15(f)(iii)). Bank Affiliates performing services pursuant to this Agreement, but only to the extent necessary to perform such services, (ii) Notwithstanding anything to third-parties engaged by Bank or its Affiliates to perform services on behalf of the Bank or its Affiliates pursuant to this Agreement but only to the contrary hereinextent necessary to perform such services and with Company’s prior approval, LGC and (iii) to third-parties to whom Bank transfers Accounts after termination of the Plan, in the event Company or its Affiliates shall have Potential Purchaser does not purchase the right Accounts pursuant to continue using the Company Marks Section 9.6(a), for use in connection with transitioning to new names and marks for a period the collection of nine (9) months following outstanding balances on the consummation of the transactions contemplated by this Agreement (or such longer period Accounts, but only to the extent reasonably necessary in connection required by Applicable Law to perform services with obtaining any governmental licenses, authorizations, permits, consents and approvals required in connection with respect to such transition), including on business cards, stationery and other materials, displays and signage, and websites and email addressestransferred Accounts. 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 Any 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 a sublicensee pursuant to this Section 5.2(d) shall be subject to the terms and its Affiliates that are required or otherwise not prohibited under applicable Lawcondition of this Agreement, including uses Section 5.2(b). Bank is and shall remain responsible for all such sublicensees’ compliance with the terms of this Agreement, is responsible for the Company Marks not in commerce, archival acts and backup uses in files and electronic materials, uses that would not cause confusion as to the origin omissions of a good or servicesuch sublicensees, and references to the Company Marks in historical, tax, and similar records. (iv) For the avoidance any breach 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 by any such sublicensee shall impair or otherwise adversely affect the rights of LGO and its Affiliates with respect to any of the LGO Marks. GP Buyer and Lehigh GP shall not, and shall not permit their respective Affiliates to, use any of the LGO Marksbe deemed a breach hereof by Bank.