Common use of Corporate Names; Trademarks Clause in Contracts

Corporate Names; Trademarks. After the Distribution Effective Time, no member of one Group may use any trademark, service mark, trade dresx, Xnternet domain name, logo or other source identifier (collectively, the “Marks”) owned by any member of the other Group, except as permitted under applicable Law or subsequent agreement in writing between the applicable parties. Notwithstanding the foregoing sentence, any member of one Group may utilize existing stationery, business cards, signage, websites, advertising materials, inventory, packaging, product, service and training literature, and other similar materials bearing the Marks of the other Group member (“Materials”) following the Distribution Effective Time in the conduct of the its business, as currently conducted, until the existing supply of such items is depleted or until one hundred eighty (180) days following the Distribution Effective Time, whichever occurs first. Subject to the foregoing sentence, on or prior to the date that is one hundred eighty (180) days following the Distribution Effective Time, each Group shall (x) cease using all Materials in its possession pertaining to the other Group; provided that, in the case of Materials that are used solely for internal purposes, each Group shall cease using such internal Materials to the extent reasonably practicable, (y) to the extent reasonably practicable, destroy all Materials in its possession pertaining to the other Group and (z) send a written statement to the other Group confirming that such Group has exhausted or destroyed all such Materials. Notwithstanding the foregoing, nothing in this Section 5.5 shall preclude such Group from making any reference to the Marks of the other Group in internal historical, tax, employment or similar records or for purposes of disclosures as are reasonably necessary and appropriate to describe the historical relationship of the Parties. The foregoing permitted uses are subject to (x) compliance by the applicable Group with the reasonable quality control requirements and guidelines in effect for the Marks of the other Group as of the Distribution Effective Time and (y) to the extent reasonably practicable, the placement of a reasonably appropriate disclaimer on such Materials identifying in a readily observable manner that the Group members are no longer Affiliates of each other. Notwithstanding the foregoing to the contrary, no member of one Group shall be required to take any action to remove any reference to any Mark of a member xx the other Group from (a) products bearing the Marks of the other Group member that have already been placed on the market as of the Distribution Effective Time or (b) Materials already in the rightful possession of customers or other Third Parties prior to the depletion of such Materials or as of the date that is one hundred eighty (180) days following the Distribution Effective Time, whichever comes first. If, after the date that is one hundred eighty (180) days following the Distribution Effective Time, a member of any Group discovers the use of any Marks of another Group on its website, such Group members shall notify the other Group members and shall remove all use of such Mark of the othex Xxoup member within a reasonable period.

Corporate Names; Trademarks. After the Distribution Mandatory Exchange Effective Time, no member of one Group may use any trademark, service mark, trade dresx, Xnternet domain name, logo or other source identifier (collectively, the “Marks”) Trademark owned by any member of the other Group, except as permitted under applicable Law or subsequent agreement in writing between the applicable parties. Notwithstanding the foregoing sentence, any member of one Group may utilize existing stationery, business cards, signage, websites, advertising materials, inventory, packaging, product, service and training literature, and other similar materials bearing the Marks Trademarks of the other Group member (“Materials”) following the Distribution Mandatory Exchange Effective Time in the conduct of the its business, as currently conducted, until the existing supply of such items is depleted or until one hundred eighty (180) days following the Distribution Mandatory Exchange Effective Time, whichever occurs first. Subject to the foregoing sentence, on or prior to the date that is one hundred eighty (180) days following the Distribution Mandatory Exchange Effective Time, each Group shall (x) cease shallcease using all Materials in its possession pertaining to the other Group; provided that, in the case of Materials that are used solely for internal purposes, each Group shall cease using such internal Materials to the extent reasonably practicable, (y) to the extent reasonably practicable, destroy all Materials in its possession pertaining to the other Group and (z) send a written statement to the other Group confirming that such Group has exhausted or destroyed all such Materials. Notwithstanding the foregoing, nothing in this Section 5.5 shall preclude such Group from making any reference to the Marks Trademarks of the other Group (i) as would be necessary or appropriate to describe the historical relationship of the Parties, including, with respect to IAC, in statements and materials regarding the businesses that have spun-out of IAC, or (ii) in internal historical, tax, employment or similar records or for purposes of disclosures as are reasonably necessary and appropriate to describe the historical relationship of the Partiesdisclosures. The foregoing permitted uses are subject to (x) compliance by the applicable Group with the reasonable quality control requirements and guidelines in effect for the Marks Trademarks of the other Group as of the Distribution Mandatory Exchange Effective Time and (y) to the extent reasonably practicable, the placement of a it being reasonably appropriate disclaimer on such Materials identifying in a readily observable manner apparent that the Group members are no longer Affiliates of each other. Notwithstanding the foregoing to the contrary, no member of one Group shall be required to take any action to remove any reference to any Mark Trademark of a member xx of the other Group from (a) products Materials bearing the Marks Trademarks of the other Group member that have already been placed on the market as of the Distribution Mandatory Exchange Effective Time or (b) Materials already in the rightful possession of customers or other Third Parties prior to the depletion of such Materials or as of the date that is one hundred eighty (180) days following the Distribution Mandatory Exchange Effective Time, whichever comes first. If, after the date that is one hundred eighty (180) days following the Distribution Effective Time, a member of any Group discovers the use of any Marks of another Group on its website, such Group members shall notify the other Group members and shall remove all use of such Mark of the othex Xxoup member within a reasonable period.

Corporate Names; Trademarks. After the Distribution Effective Time, no member of one Group may use any trademark, service markxxxx, trade dresxdress, Xnternet Internet domain name, logo or other source identifier (collectively, the “Marks”) owned by any member of the other Group, except as permitted under applicable Law or subsequent agreement in writing between the applicable parties. Notwithstanding the foregoing sentence, any member of one Group may utilize existing stationery, business cards, signage, websites, advertising materials, inventory, packaging, product, service and training literature, and other similar materials bearing the Marks of the other Group member (“Materials”) following the Distribution Effective Time in the conduct of the its business, as currently conducted, until the existing supply of such items is depleted or until one hundred eighty (180) days following the Distribution Effective Time, whichever occurs first. Subject to the foregoing sentence, on or prior to the date that is one hundred eighty (180) days following the Distribution Effective Time, each Group shall (x) cease using all Materials in its possession pertaining to the other Group; provided that, in the case of Materials that are used solely for internal purposes, each Group shall cease using such internal Materials to the extent reasonably practicable, (y) to the extent reasonably practicable, destroy all Materials in its possession pertaining to the other Group and (z) send a written statement to the other Group confirming that such Group has exhausted or destroyed all such Materials. Notwithstanding the foregoing, nothing in this Section 5.5 shall preclude such Group from making any reference to the Marks of the other Group in internal historical, tax, employment or similar records or for purposes of disclosures as are reasonably necessary and appropriate to describe the historical relationship of the Parties. The foregoing permitted uses are subject to (x) compliance by the applicable Group with the reasonable quality control requirements and guidelines in effect for the Marks of the other Group as of the Distribution Effective Time and (y) to the extent reasonably practicable, the placement of a reasonably appropriate disclaimer on such Materials identifying in a readily observable manner that the Group members are no longer Affiliates of each other. Notwithstanding the foregoing to the contrary, no member of one Group shall be required to take any action to remove any reference to any Mark Xxxx of a member xx of the other Group from (a) products bearing the Marks of the other Group member that have already been placed on the market as of the Distribution Effective Time or (b) Materials already in the rightful possession of customers or other Third Parties prior to the depletion of such Materials or as of the date that is one hundred eighty (180) days following the Distribution Effective Time, whichever comes first. If, after the date that is one hundred eighty (180) days following the Distribution Effective Time, a member of any Group discovers the use of any Marks of another Group on its website, such Group members shall notify the other Group members and shall remove all use of such Mark Xxxx of the othex Xxoup other Group member within a reasonable period.

Corporate Names; Trademarks. After Except as specifically provided in the Ancillary Agreements, after the Distribution Effective Time, no member of one Group may use any trademark, service markxxxx, trade dresxdress, Xnternet Internet domain name, logo or other source identifier (collectively, the “Marks”) owned by any member of the other Group, except as permitted under applicable Law or subsequent agreement in writing between the applicable parties. Notwithstanding the foregoing sentence, any member of one Group may utilize existing stationery, business cards, signage, websites, advertising materials, inventory, packaging, product, service and training literature, and other similar materials bearing the Marks of the other Group member (“Materials”) following the Distribution Effective Time in the conduct of the its business, Business as currently conducted, conducted until the existing supply of such items is depleted or until one hundred eighty (180) 180 days following the Distribution Effective Time, whichever occurs first. Subject to the foregoing sentence, on or prior to the date that is one hundred eighty (180) 180 days following the Distribution Effective Time, each Group shall (x) cease using all Materials in its possession pertaining to the other Group; provided that, in the case of Materials that are used solely for internal purposes, each Group member shall cease using such internal Materials to the extent reasonably practicable, (y) to the extent reasonably practicable, destroy all Materials in its possession pertaining to the other Group and (z) send a written statement to the other Group member confirming that such Group member has exhausted or destroyed all such Materials. Notwithstanding the foregoing, nothing in this Section 5.5 shall preclude such Group member from making any reference to the Marks of the other Group member in internal historical, tax, employment or similar records or for purposes of prospectus and similar disclosures as are reasonably necessary and appropriate to describe the historical relationship of the Parties. The foregoing permitted uses are subject to (x) compliance by the applicable Group member with the reasonable quality control requirements and guidelines in effect for the Marks of the other Group member as of the Distribution Effective Time and (y) to the extent reasonably practicable, the placement of a reasonably appropriate disclaimer on such Materials identifying in a readily observable manner that the Group members are no longer Affiliates of each other. Notwithstanding the foregoing nor anything in the Ancillary agreements to the contrary, no member of one Group shall be required to take any action to remove any reference to any Mark Xxxx of a member xx of the other Group from (a) products bearing the Marks of the other Group member Member that have already been placed on the market as of the Distribution Effective Time or (b) Materials already in the rightful possession of customers or other Third Parties prior to the depletion of such Materials or as of the date that is one hundred eighty (180) 180 days following the Distribution Effective Time, whichever comes first. If, after the date that is one hundred eighty (180) 180 days following the Distribution Effective Time, a member of any Group discovers the use of any Marks of another Group on its website, such Group members shall notify the other Group members and shall remove all use of such Mark Xxxx of the othex Xxoup other Group member within a reasonable periodseven days.