Common use of Company Names and Marks Clause in Contracts

Company Names and Marks. (a) Except as otherwise provided in this Section 3.02, NextTrip and its Affiliates shall cease and discontinue all uses of the Company Names and Marks immediately upon the Closing Date. NextTrip, for itself and its Affiliates, agrees that the rights of the members of the NextTrip Group and their respective Affiliates to the Company Names and Marks pursuant to the terms of any trademark agreements or otherwise between the Company or any of its Affiliates, on the one hand, and the members of the NextTrip Group or their respective Affiliates, on the other, shall terminate on the Closing Date and be replaced by such rights as are provided under this Section 3.02. (b) NextTrip and its Affiliates shall (i) except as permitted under this Section 3.02, (A) immediately upon the Closing Date cease all use of any of the Company Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature and (B) complete the removal of the Company Names and Marks from all product, services and technical information promotional brochures and (ii) with respect to Assets or NextTrip Assets bearing any Company Names and Marks, use their commercially reasonable efforts to relabel such Assets or NextTrip Assets or remove such Company Names and Marks from such Assets or NextTrip Assets as promptly as practicable. (c) NextTrip, for itself and its Affiliates, agrees that, after the Closing Date, NextTrip and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Company or any of its Affiliates, (ii) with respect to Assets or other assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such Assets or other assets that such Assets or other assets are those of NextTrip and its Affiliates and not those of the Company and its Affiliates and (iii) will cooperate with the Company and its Affiliates in terminating any Contracts pursuant to which the members of the Company Group or the members of the NextTrip Group license any Company Names and Marks to customers in connection with the NextTrip Business. NextTrip and its Affiliates shall take all necessary action to ensure that other users of any Company Names and Marks, whose rights terminate upon the Closing Date pursuant to this Section 3.02, shall cease use of the Company Names and Marks, except as expressly authorized thereafter by the Company. (d) NextTrip, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 3.02, neither NextTrip nor any of its Affiliates shall have any rights in any of the Company Names and Marks and neither NextTrip nor any of its Affiliates shall contest the ownership or validity of any rights of the Company or any of its Affiliates in or to any of the Company Names and Marks.

Company Names and Marks. (a) With respect to the licensing of the Company Names and Marks, the parties shall enter into the Trademark License Agreement. Except as otherwise provided in this Section 3.02‎Section 4.02 or the Trademark License Agreement, NextTrip SpinCo and its Affiliates shall cease and discontinue all uses of the Company Names and Marks immediately upon the Closing DateDistribution Effective Time. NextTripSpinCo, for itself and its Affiliates, agrees that the rights of the members of the NextTrip Tiger Group and their respective Affiliates to the Company Names and Marks pursuant to the terms of any trademark agreements or otherwise between the Company or any of its Affiliates, on the one hand, and the members of the NextTrip Tiger Group or their respective Affiliates, on the other, shall terminate on the Closing Distribution Date and be replaced by such rights as are provided under this Section 3.02‎Section 4.02 and by the Trademark License Agreement. (b) NextTrip SpinCo and its Affiliates shall (i) except as permitted under this Section 3.024.02 and the Trademark License Agreement, (A) immediately upon the Closing Distribution Date cease all use of any of the Company Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature and (B) complete the removal of the Company Names and Marks from all product, services and technical information promotional brochures prior to expiration of the Trademark License Agreement and (ii) with respect to Assets or NextTrip SpinCo Assets bearing any Company Names and Marks, use their commercially reasonable efforts to relabel such Assets or NextTrip SpinCo Assets or remove such Company Names and Marks from such Assets or NextTrip SpinCo Assets as promptly as practicable, and in any event prior to the expiration of the Trademark License Agreement. (c) NextTripSpinCo, for itself and its Affiliates, agrees that, after the Closing Distribution Date, NextTrip SpinCo and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Company or any of its Affiliates, (ii) with respect to Assets or other assets managed, operated or leased after the Closing Distribution Date, will represent in writing to the owners or lessors of such Assets or other assets that such Assets or other assets are those of NextTrip SpinCo and its Affiliates and not those of the Company and its Affiliates and (iii) except to the extent otherwise provided in the Trademark License Agreement, will cooperate with the Company and its Affiliates in terminating any Contracts pursuant to which the members of the Company Group or the members of the NextTrip Tiger Group license any Company Names and Marks to customers in connection with the NextTrip Tiger Business. NextTrip SpinCo and its Affiliates shall take all necessary action to ensure that other users of any Company Names and Marks, whose rights terminate upon the Closing Date Distribution Effective Time pursuant to this Section 3.02‎Section 4.02, shall cease use of the Company Names and Marks, except as expressly authorized thereafter by the Company. (d) NextTripExcept as contemplated by the Trademark License Agreement, promptly after the Distribution Date, but in any event no later than 10 Business Days after the Distribution Date, SpinCo and its Affiliates shall make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt new corporate names, registered names, and registered fictitious names of the members of the Tiger Group and their respective Affiliates that do not consist in whole or in part of, and are not dilutive of or confusingly similar to, the Company Names and Marks (“New Corporate Names”). Upon receipt of confirmation from the appropriate registry that such name changes have been effected, SpinCo shall provide the Company with written proof that such name changes have been effected. SpinCo and its Affiliates shall use best efforts to adopt New Corporate Names as soon as possible after the Distribution Effective Time. (e) SpinCo, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 3.02‎Section 4.02 or in the Trademark License Agreement, neither NextTrip SpinCo nor any of its Affiliates shall have any rights in any of the Company Names and Marks and neither NextTrip SpinCo nor any of its Affiliates shall contest the ownership or validity of any rights of the Company or any of its Affiliates in or to any of the Company Names and Marks.

Company Names and Marks. (a) With respect to the licensing of the Company Names and Marks, the parties shall enter into the Trademark License Agreement. Except as otherwise provided in this Section 3.024.02 or the Trademark License Agreement, NextTrip SpinCo and its Affiliates shall cease and discontinue all uses of the Company Names and Marks immediately upon the Closing DateDistribution Effective Time. NextTripSpinCo, for itself and its Affiliates, agrees that the rights of the members of the NextTrip Tiger Group and their respective Affiliates to the Company Names and Marks pursuant to the terms of any trademark agreements or otherwise between the Company or any of its Affiliates, on the one hand, and the members of the NextTrip Tiger Group or their respective Affiliates, on the other, shall terminate on the Closing Distribution Date and be replaced by such rights as are provided under this Section 3.024.02 and by the Trademark License Agreement. (b) NextTrip SpinCo and its Affiliates shall (i) except as permitted under this Section 3.024.02 and the Trademark License Agreement, (A) immediately upon the Closing Distribution Date cease all use of any of the Company Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature and (B) complete the removal of the Company Names and Marks from all product, services and technical information promotional brochures prior to expiration of the Trademark License Agreement and (ii) with respect to Assets or NextTrip SpinCo Assets bearing any Company Names and Marks, use their commercially reasonable efforts to relabel such Assets or NextTrip SpinCo Assets or remove such Company Names and Marks from such Assets or NextTrip SpinCo Assets as promptly as practicable, and in any event prior to the expiration of the Trademark License Agreement. (c) NextTripSpinCo, for itself and its Affiliates, agrees that, after the Closing Distribution Date, NextTrip SpinCo and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Company or any of its Affiliates, (ii) with respect to Assets or other assets managed, operated or leased after the Closing Distribution Date, will represent in writing to the owners or lessors of such Assets or other assets that such Assets or other assets are those of NextTrip SpinCo and its Affiliates and not those of the Company and its Affiliates and (iii) except to the extent otherwise provided in the Trademark License Agreement, will cooperate with the Company and its Affiliates in terminating any Contracts pursuant to which the members of the Company Group or the members of the NextTrip Tiger Group license any Company Names and Marks to customers in connection with the NextTrip Tiger Business. NextTrip SpinCo and its Affiliates shall take all necessary action to ensure that other users of any Company Names and Marks, whose rights terminate upon the Closing Date Distribution Effective Time pursuant to this Section 3.024.02, shall cease use of the Company Names and Marks, except as expressly authorized thereafter by the Company. (d) NextTripExcept as contemplated by the Trademark License Agreement, promptly after the Distribution Date, but in any event no later than 10 Business Days after the Distribution Date, SpinCo and its Affiliates shall make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt new corporate names, registered names, and registered fictitious names of the members of the Tiger Group and their respective Affiliates that do not consist in whole or in part of, and are not dilutive of or confusingly similar to, the Company Names and Marks (“New Corporate Names”). Upon receipt of confirmation from the appropriate registry that such name changes have been effected, SpinCo shall provide the Company with written proof that such name changes have been effected. SpinCo and its Affiliates shall use best efforts to adopt New Corporate Names as soon as possible after the Distribution Effective Time. (e) SpinCo, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 3.024.02 or in the Trademark License Agreement, neither NextTrip SpinCo nor any of its Affiliates shall have any rights in any of the Company Names and Marks and neither NextTrip SpinCo nor any of its Affiliates shall contest the ownership or validity of any rights of the Company or any of its Affiliates in or to any of the Company Names and Marks.