Common use of Corporate Names and Trademarks Clause in Contracts

Corporate Names and Trademarks. In accordance with the time periods, and subject to the limitations, set forth in this Section 6.16, GSRP shall, and shall cause its Subsidiaries to, (i) execute such amended organizational documents with respect to any such Person with a name, tagline or other designation that includes “GSAM”, “GS”, “Xxxxxxx Xxxxx” or any name confusingly similar to such names (each, a “Goldman Name”) to change its respective name, tagline or other designation to a name, tagline or other designation that does not include any Goldman Name or any name and mark owned by GSAM and its Subsidiaries (ii) not to use any Goldman Name for any purpose except as required by Applicable Law or when explicitly referencing that it was formerly known by such name and (iii) not to use any mark that includes any Goldman Name or any other mark of GSAM or any of its Affiliates or any mark confusingly similar to a foregoing for any purpose (collectively with the Goldman Names, the “Goldman Names and Marks”). In accordance with the time periods set forth in this Section 6.16, GSRP shall, and shall cause its Subsidiaries to, cease to conduct any business or any promotion or marketing thereof under a Goldman Name and Mark. Promptly, and not later than ten (10) days following the Closing Date, GSRP shall, and shall cause its Subsidiaries to, file such amended Organizational Documents with the applicable Governmental Authority and thereafter take all other necessary action to change the name of any such Person until such name changes are completed. To the extent the Goldman Names and Marks or any Xxxxxxx Sachs disclaimers are used by GSRP or its Subsidiaries on stationery, business cards, signage, advertising materials, invoices, receipts, inventory, websites, packaging, policies, administrative forms, product, service and training literature, email signatures, and other materials, in existence as of the Closing Date, GSRP may use such materials until thirty (30) days following the Closing Date; provided, that GSRP shall use reasonable best efforts to cause all notices or other public communications sent or made after thirty (30) days following the Closing Date not to be made or sent using letterhead or other stationary that bears any Goldman Names and Marks; provided, further, that GSRP shall not imply an association with or affirmatively hold itself out to be an Affiliate of GSAM or its Affiliates except as required by Applicable Law or when explicitly referencing the respective GSRP Entities’ former name. Upon the termination of such time period, GSRP shall promptly (A) destroy all materials or remove or cover the Goldman Names and Marks so the Goldman Names and Marks are no longer visible on the materials included in this Section 6.16 having or bearing Goldman Names and Marks in the possession or control of GSRP or its Subsidiaries (other than those used solely internally or archived), and promptly upon GSAM’s request, deliver to GSAM written notice confirming that all such materials have been destroyed or the Goldman Names and Marks removed or covered, and (B) cease using Goldman Names and Marks, and names and marks confusingly similar thereto. GSRP acknowledges, and shall not (and shall cause its Subsidiaries not to) contest, at any time, the validity, or GSAM’s or its Subsidiaries’ ownership, of the Goldman Names and Marks or GSAM’s or its designees’ ownership thereof from and after the Closing. GSRP shall not, and shall cause its Subsidiaries not to, file or cause to be filed applications to register any Goldman Names and Marks, or any name or mark confusingly similar thereto, with any Governmental Authority. Nothing in this Section 6.16 shall restrict the GSRP Entities from using Goldman Names and Marks to the extent referring to their names prior to the Closing.

Corporate Names and Trademarks. In accordance with the time periods, and subject to the limitations, set forth in this Section 6.16, GSRP shall, and shall cause its Subsidiaries to, (i) execute such amended organizational documents with respect to any such Person with a name, tagline or other designation that includes “GSAM”, “GS”, “Xxxxxxx Xxxxx” or any name confusingly similar to such names (each, a “Goldman Name”) to change its respective name, tagline or other designation to a name, tagline or other designation that does not include any Goldman Name or any name and mark owned by GSAM and its Subsidiaries (ii) not to use any Goldman Name for any purpose except as required by Applicable Law or when explicitly referencing that it was formerly known by such name and (iii) not to use any mark that includes any Goldman Name or any other mark of GSAM or any of its Affiliates or any mark confusingly similar to a foregoing for any purpose (collectively with the Goldman Names, the “Goldman Names and Marks”). In accordance with the time periods set forth in this Section 6.16, GSRP shall, and shall cause its Subsidiaries to, cease to conduct any business or any promotion or marketing thereof under a Goldman Name and Mark. Promptly, and not later than ten (10) days following the Closing Date, GSRP shall, and shall cause its Subsidiaries to, file such amended Organizational Documents with the applicable Governmental Authority and thereafter take all other necessary action to change the name of any such Person until such name changes are completed. To the extent the Goldman Names and Marks or any Xxxxxxx Sachs disclaimers are used by GSRP or its Subsidiaries on stationery, business cards, signage, advertising materials, invoices, receipts, inventory, websites, packaging, policies, administrative forms, product, service and training literature, email signatures, and other materials, in existence as of the Closing Date, GSRP may use such materials until thirty (30) days following the Closing Date; provided, that GSRP shall use reasonable best efforts to cause all notices or other public communications sent or made after thirty (30) days following the Closing Date not to be made or sent using letterhead or other stationary that bears any Goldman Names and Marks; provided, further, that GSRP shall not imply an association with or affirmatively hold itself out to be an Affiliate of GSAM or its Affiliates except as required by Applicable Law or when explicitly referencing the respective GSRP Entities’ former name. Upon the termination of such time period, GSRP shall promptly (A) destroy all materials or remove or cover the Goldman Names and Marks so the Goldman Names and Marks are no longer visible on the materials included in this Section 6.16 having or bearing Goldman Names and Marks CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 in the possession or control of GSRP or its Subsidiaries (other than those used solely internally or archived), and promptly upon GSAM’s request, deliver to GSAM written notice confirming that all such materials have been destroyed or the Goldman Names and Marks removed or covered, and (B) cease using Goldman Names and Marks, and names and marks confusingly similar thereto. GSRP acknowledges, and shall not (and shall cause its Subsidiaries not to) contest, at any time, the validity, or GSAM’s or its Subsidiaries’ ownership, of the Goldman Names and Marks or GSAM’s or its designees’ ownership thereof from and after the Closing. GSRP shall not, and shall cause its Subsidiaries not to, file or cause to be filed applications to register any Goldman Names and Marks, or any name or mark confusingly similar thereto, with any Governmental Authority. Nothing in this Section 6.16 shall restrict the GSRP Entities from using Goldman Names and Marks to the extent referring to their names prior to the Closing.

Corporate Names and Trademarks. In accordance with (i) Buyer shall cause each of the time periodsCompany and the Subsidiaries (other than BBI) to take, within 90 days after the Closing, all corporate and subject other actions as may be necessary to change each such person’s current corporate name to a corporate name that does not include the limitations, set forth in this Section 6.16, GSRP word “Multifoods” or any variant thereof or anything that may reasonably be deemed confusingly similar thereto and Buyer shall, and shall cause its Subsidiaries affiliates (including the Company and the Subsidiaries) to, (i) execute cease all use of such amended organizational documents current corporate names within 90 days after the Closing; provided, that with respect to packaging and promotional materials of the Company or the Subsidiaries that are owned or on order at the time of Closing and vehicles, trailers and buildings owned or leased by any of the Company or the Subsidiaries as of the Closing, in each case that bear the current corporate name of any of the Company, MMI or MDG as of the date of this Agreement, such Person current corporate names shall constitute Licensed Marks (as defined in Section 8(c)(ii)) that may be used in accordance with a nameSection 8(c)(ii). With respect to any trade names, tagline assumed names, trademarks, service marks, internet domain names or other designation that includes “GSAM”copyrights registered in the name of, “GS”or used by, “Xxxxxxx Xxxxx” or any name confusingly similar to such names (each, a “Goldman Name”) to change its respective name, tagline or other designation to a name, tagline or other designation that does not include any Goldman Name or any name and mark owned by GSAM and its Subsidiaries (ii) not to use any Goldman Name for any purpose except as required by Applicable Law or when explicitly referencing that it was formerly known by such name and (iii) not to use any mark that includes any Goldman Name or any other mark of GSAM the Company or any of its Affiliates the Subsidiaries containing the word “Multifoods” or the Multifoods logo or any mark variant thereof or anything that may reasonably be deemed confusingly similar thereto (but excluding the Licensed Marks) (such trade names, assumed names, trademarks, service marks, internet domain names and copyrights, being collectively referred to a foregoing for any purpose (collectively with the Goldman Names, as the “Goldman Names and MarksNon-Use Properties”), Buyer agrees that in all respects (other than ownership) the Non-Use Properties shall be treated as equivalent to Licensed Marks. In Without limiting the generality of the foregoing, Buyer agrees that the Non-Use Properties may be used by Buyer and its affiliates (including the Company and the Subsidiaries) only in the manner that Licensed Marks may be used in accordance with Section 8(c)(ii) and that upon the time periods set forth in this Section 6.16close of business on the 12-month anniversary of the Closing Date, GSRP Buyer shall, and shall cause its Subsidiaries affiliates (including the Company and the Subsidiaries) to, cease all use of such Non-Use Properties. Buyer shall have no obligation to conduct protect or maintain any business or any promotion or marketing thereof under a Goldman Name and Mark. Promptly, and not later than ten (10) days following the Closing Date, GSRP shall, and shall cause its Subsidiaries to, file such amended Organizational Documents with the applicable Governmental Authority and thereafter take all other necessary action to change the name of any such Person until such name changes are completed. To the extent the Goldman Names and Marks or any Xxxxxxx Sachs disclaimers are used by GSRP or its Subsidiaries on stationery, business cards, signage, advertising materials, invoices, receipts, inventory, websites, packaging, policies, administrative forms, product, service and training literature, email signatures, and other materials, in existence as of the Closing Date, GSRP may use such materials until thirty (30) days following the Closing Date; provided, that GSRP shall use reasonable best efforts to cause all notices or other public communications sent or made after thirty (30) days following the Closing Date not to be made or sent using letterhead or other stationary that bears any Goldman Names and Marks; provided, further, that GSRP shall not imply an association with or affirmatively hold itself out to be an Affiliate of GSAM or its Affiliates except as required by Applicable Law or when explicitly referencing the respective GSRP Entities’ former name. Upon the termination of such time period, GSRP shall promptly (A) destroy all materials or remove or cover the Goldman Names and Marks so the Goldman Names and Marks are no longer visible on the materials included in this Section 6.16 having or bearing Goldman Names and Marks in the possession or control of GSRP or its Subsidiaries (other than those used solely internally or archived), and promptly upon GSAM’s request, deliver to GSAM written notice confirming that all such materials have been destroyed or the Goldman Names and Marks removed or covered, and (B) cease using Goldman Names and Marks, and names and marks confusingly similar thereto. GSRP acknowledges, and shall not (and shall cause its Subsidiaries not to) contest, at any time, the validity, or GSAM’s or its Subsidiaries’ ownership, of the Goldman Names and Marks or GSAM’s or its designees’ ownership thereof from and after the Closing. GSRP shall not, and shall cause its Subsidiaries not to, file or cause to be filed applications to register any Goldman Names and Marks, or any name or mark confusingly similar thereto, with any Governmental Authority. Nothing in this Section 6.16 shall restrict the GSRP Entities from using Goldman Names and Marks to the extent referring to their names prior to the ClosingNon-Use Properties.

Corporate Names and Trademarks. In accordance with the time periods, and subject Notwithstanding any inference or prior course of conduct to the limitations, set forth contrary and except as otherwise provided in this Section 6.166.07 or in the Trademark License Agreement, GSRP shallin no event shall Buyer, and shall cause its Subsidiaries to, (i) execute such amended organizational documents with respect to any such Person with a name, tagline or other designation that includes “GSAM”, “GS”, “Xxxxxxx Xxxxx” or any name confusingly similar to such names (eachAffiliate of Buyer, a “Goldman Name”) to change its respective name, tagline acquire or other designation to a name, tagline or other designation that does not include have any Goldman Name or any name and mark owned by GSAM and its Subsidiaries (ii) not right to use any Goldman Name for any purpose except as required by Applicable Law or when explicitly referencing that it was formerly known by such name and (iii) not to use any mark that includes any Goldman Name or any other mark right, title or interest in or to the corporate name of GSAM Parent or any of its Affiliates in any jurisdiction, or any mark confusingly similar to a foregoing trademark, trade name, service mxxx or copyright, or any application or registration therefor owned, licensed or used by Parent or any of its Affiliates that includes any form of the word “Goodyear” or the term “Goodyear (and winged foot design)”, the winged foot design, or the blimp design (such corporate name, trademark, trade name, service mxxx or copyright or identification called, for any purpose (collectively with the Goldman Namespurposes of this Agreement, the “Goldman Names Goodyear Name and Marks”), or anything confusingly similar thereto, all rights to which and the goodwill represented thereby, shall be retained by Parent except as expressly provided in the Trademark License Agreement. In accordance with the time periods set forth in this Section 6.16, GSRP shall, and shall cause its Subsidiaries to, cease to conduct any business or any promotion or marketing thereof under a Goldman Name and Mark. Promptly, and not later than ten (10) days As soon as possible following the Closing Date, GSRP shallbut in any case not later than five (5) days following such date, and Buyer shall cause its Subsidiaries to, file such amended Organizational Documents with the applicable Governmental Authority and thereafter take all other documentation necessary action to change the legal name of any Acquired Entity the name of which includes any form of the word “Goodyear” or “Dunlop” to another legal name that does not contain the word “Goodyear” or “Dunlop” or any confusingly similar word. As soon as practicable following the Closing, but not later than thirty (30) days after the Closing Date, Buyer shall remove and change signage, change and substitute promotional or advertising material in whatever medium, change stationery and packaging and take all such Person until such other steps as may be required or appropriate to cease use of the Goodyear Name and Marks except as expressly provided in the Trademark License Agreement and to cease use of the Dunlop name changes and mxxx; provided, however, that Buyer shall not be deemed to have violated this Section 6.07 by reason of the appearance of the Goodyear Name and Marks in or on any tools, dies, equipment, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written materials or other Purchased Assets that are completed. To used for internal purposes only in connection with the extent Business where the Goldman Goodyear Names and Marks or any Xxxxxxx Sachs disclaimers are used by GSRP or its Subsidiaries reflected on stationery, business cards, signage, advertising materials, invoices, receipts, inventory, websites, packaging, policies, administrative forms, product, service and training literature, email signatures, and other materials, in existence such Purchased Assets as of the Closing Date, GSRP may use provided that Buyer endeavors to remove such materials until thirty appearances of the Goodyear Name and Marks in the Ordinary Course of Business. Notwithstanding the foregoing, Buyer shall have six (306) days following the Closing Date; provided, that GSRP shall use reasonable best efforts to cause all notices or other public communications sent or made after thirty (30) days months following the Closing Date not to be made or sent using letterhead or other stationary that bears any Goldman Names sell-off inventory bearing the Dunlop name and Marks; provided, further, that GSRP shall not imply an association with or affirmatively hold itself out to be an Affiliate of GSAM or its Affiliates except as required by Applicable Law or when explicitly referencing the respective GSRP Entities’ former name. Upon the termination of such time period, GSRP shall promptly (A) destroy all materials or remove or cover the Goldman Names and Marks so the Goldman Names and Marks are no longer visible on the materials included in this Section 6.16 having or bearing Goldman Names and Marks in the possession or control of GSRP or its Subsidiaries (other than those used solely internally or archived), and promptly upon GSAM’s request, deliver to GSAM written notice confirming that all such materials have been destroyed or the Goldman Names and Marks removed or covered, and (B) cease using Goldman Names and Marks, and names and marks confusingly similar thereto. GSRP acknowledges, and shall not (and shall cause its Subsidiaries not to) contest, at any time, the validity, or GSAM’s or its Subsidiaries’ ownership, of the Goldman Names and Marks or GSAM’s or its designees’ ownership thereof from and after the Closing. GSRP shall not, and shall cause its Subsidiaries not to, file or cause to be filed applications to register any Goldman Names and Marks, or any name or mark confusingly similar thereto, with any Governmental Authority. Nothing in this Section 6.16 shall restrict the GSRP Entities from using Goldman Names and Marks to the extent referring to their names prior to the Closingmxxx.