Common use of Corporate Name Clause in Contracts

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names and trademarks (collectively “Names”) incorporating “Flowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates to, use any name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty (60) days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty (60) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

Corporate Name. The Buyer acknowledges that, from and -------------- after the Closing Date, the Seller and its Affiliates shall have the absolute and exclusive proprietary right to all names, marks, logos, trade names and trademarks (collectively “"Names”") incorporating “Flowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), "Solutia" by itself or in ----- combination with any other NameName or that are not used exclusively in the Business, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates to, use any name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) "Solutia" in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, -------- however, that the Buyer may continue to use any printed literature, sales ------- materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) "Solutia" (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty ninety (6090) days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty ninety (6090) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller and its Affiliates shall have the absolute and exclusive proprietary right to all names, marks, logos, trade names and trademarks (collectively “Names”) incorporating “FlowserveSolutia” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), by itself or in combination with any other NameName or that are not used exclusively in the Business, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates to, use any name, phrase or logo incorporating “FlowserveSolutia” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “FlowserveSolutia” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty ninety (6090) days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty ninety (6090) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names and trademarks (collectively “Names”) incorporating “FlowserveEMS” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “FlowserveEMS” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “FlowserveEMS” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty (60) 30 days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty (60) 30 day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

Corporate Name. The Buyer acknowledges thatPromptly, from and but in any event no more than sixty (60) days after the Closing DateClosing, Buyer shall cause to be filed with the appropriate Governmental Body amendments to the organizational documents of the Company and each Company Subsidiary listed on Section 3.4(a) of the Seller Disclosure Letter with “Kratos” or “KPSS” amending such Entity’s organizational documents to remove “Kratos” or “KPSS” from such Entity’s corporate name, as applicable. Promptly, but in any event no more than sixty (60) days after the Closing, Buyer shall take all other action reasonably necessary to change each such Entity’s assumed, trade and “doing business as” name, as applicable, to a name or names not containing “Kratos” or “KPSS” or any name confusingly similar to any of the foregoing, and will cause to be filed in all jurisdictions in which such Entities are qualified to do business, any documents necessary to reflect such change in their assumed, trade and “doing business as” names, as applicable, or to terminate their qualifications therein. Buyer and its Affiliates shall have the absolute and exclusive proprietary right to all names(i) sell existing inventory and (ii) use existing packaging, markslabeling, trade names containers, stationery, business forms, supplies, signage, vehicles, uniforms, advertising and trademarks (collectively “Names”) incorporating “Flowserve” (promotional materials or advertising and any other trademarksimilar materials bearing the “Kratos” or “KPSS” or any similar name for twelve (12) months following the Closing. Except as expressly permitted by this Section 5.12 and except for any promotional materials or advertising in which Buyer refers to the Company, trade name any Company Subsidiary or service mxxx owned by Seller and listed on Schedule 2(b)(iii))the Business as “formerly known as Kratos” or any similar derivative thereof, by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it Closing, neither Buyer nor any Affiliate of Buyer will not, nor will it permit make any use of its Affiliates to, use any name, phrase the name “Kratos” or logo incorporating “FlowserveKPSS” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue name confusingly similar to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names foregoing and has no rights in or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty (60) days from the Closing Date. With respect to the printed purchase orders and sales, maintenance foregoing or license agreements referred to in any derivative thereof. Notwithstanding the preceding sentenceforegoing, from and after the Closing Date Closing, nothing in this Agreement shall in any way prohibit or limit the Buyer shall sticker rights of Buyer, the Company and each Company Subsidiary to use any words other than “Kratos” or otherwise mxxx such documents as necessary “KPSS” in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From corporate, assumed, trade or “doing business as” names or in or on any packaging, labeling, containers, stationery, business forms, supplies, advertising and after the expiration of such sixty (60) day period, the Buyer shall cease to use promotional materials and any such literature and sales similar materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo including “Xxxxx Bros.” and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliatesall derivatives thereof.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names and trademarks (collectively “Names”) incorporating “FlowserveEMS” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “FlowserveEMS” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “FlowserveEMS” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty (60) 30 days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty (60) 30 day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall and their Affiliates have the absolute and exclusive proprietary right to all names, marks, trade names and trademarks (collectively “"Names”") incorporating “Flowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), "Ceridian" by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates to, use any name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) "Ceridian" in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that Buyer will not be obligated to remove any such name, phrase or logo from any tools, dies or other machinery included in the Buyer Assets and may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory inventories of the CD Int Business on the Closing Date and that bear a name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) "Ceridian" until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty ninety (6090) days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx such maxx xuch documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty ninety (6090) day period, the Buyer shall cease to use any such literature and sales materials, ; delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory inventories of the CD Int Business that bears such name, phrase or logo logo; and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. Within 30 days after the Closing Date, Buyer shall delete all references to the Names with respect to the CD Int Business on signs on or near buildings or offices in which the CD Int Business is conducted.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names names, service marks and trademarks owned by the Seller or any Affiliate and used by the Business (collectively collectively, the “Names”) ), including all trade names incorporating “FlowserveCharter” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and after Notwithstanding the Closing Date it will notforegoing, nor will it permit any for a period of its Affiliates to180 days following the Closing, use any name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and agreements that bear a name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) Name (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in exhausted and (iii) use of any event for not longer than sixty (60) days from the Closing Dateprinted billing statements that bear a Name. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is are a party to such documents. From and after the expiration of such sixty (60) 180-day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller Seller, the Subsidiaries or any of its their Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer (a) Each Purchaser acknowledges that, from and after the Closing Date, the Seller shall that Visteon and/or its Subsidiaries have the absolute and exclusive proprietary right to all names, markstrade names, trade trademarks, service names and trademarks (collectively service marks incorporating the word “NamesVisteon”) incorporating “Flowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), by itself or in combination with any other Name. Each Purchaser shall not, and that none shall cause its Affiliates (including, in the case of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. The Buyer agrees that from and Xxxx, after the Closing Date it will notClosing, nor will it permit any of the Company and its Affiliates to, Subsidiaries) not to use any name, phrase or logo incorporating the word “FlowserveVisteon” or any of the other trademarksderivation thereof, trade names and any corporate symbols or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise logos related thereto in connection with the offer or sale of any products goods or servicesservices or otherwise in the conduct of its or their businesses. Each Purchaser and its Affiliates (including, after the Closing, the Company and its Subsidiaries) hereby acknowledge the validity and enforceability of the “Visteon” trademarks and agree not to challenge the validity thereof; provided, however, provided that the Buyer may continue foregoing shall not constitute a representation or warranty with respect to use such trademarks (it being understood that this disclaimer shall not apply to any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “Flowserve” or any other provision of the other trademarks, trade names or service marks listed on Schedule 2(b)(iiithis agreement including Article III). Within six (6) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than sixty (60) days from months following the Closing Date. With respect , Xxxx shall cause the Company and its Subsidiaries to make all filings with the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such sixty (60) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such name, phrase or logo appropriate Governmental Authorities and take such other actions as may be necessary or advisable to clearly change the corporate name of the Company and prominently indicate that neither the Buyer nor any each of its Subsidiaries to a name which does not include the word “Visteon” or any word confusingly similar thereto. (b) Without limiting Section 4.23(a) above, Seller and Visteon acknowledge that, immediately after the Closing, as between the Parties, the Company and its Subsidiaries shall own the absolute and exclusive proprietary right to all names, trade names, trademarks, service names and service marks incorporating the word “Halla” and the acronym “HVCC” that were owned by the Company or its Subsidiaries immediately prior to the Closing. After the Closing, Seller and Visteon shall not, and shall cause their respective Affiliates is affiliated and Subsidiaries not to use the name “Halla Visteon Climate Control Corporation”, the word “Halla”, or the acronym “HVCC”, or any derivation thereof, and any corporate symbols or logos incorporating the same in connection with the Seller offer or sale of any goods or services in the conduct of its Affiliatesor their businesses. Seller and Visteon hereby acknowledge the validity and enforceability of the “Halla” and “HVCC” trademarks and agree not to challenge the validity thereof; provided that the foregoing shall not constitute a representation or warranty with respect to such trademarks (it being understood that this disclaimer shall not apply to any other provision of this agreement including Article II). After the Closing, Seller and Visteon shall not use the name “Visteon Climate Control” or the acronym “VCC” in the Climate Business for the Restricted Period.