Excluded Marks. The Excluded Marks are the sole property of Institute. Except as may be provided under a separate explicit written agreement, Participant is expressly forbidden from using the Excluded Marks.
Excluded Marks. (a) Subject to Section 5.22(c) hereof and the Services Agreement, neither Buyer nor any Company Entity will have any right, title or interest in or to any trademarks owned by any Red Store Entity or their respective Affiliates (excluding the Company Entities) as of the date hereof, including those listed on Section 5.22 of the Company Disclosure Schedules, any variation or derivative of any of the foregoing, and any names or trademarks confusingly similar to any of the foregoing (collectively, the “Excluded Marks”). Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of the Closing, the Company Entities) shall acquire any goodwill, rights or benefits arising from the Excluded Marks and that all such goodwill, rights and benefits shall inure solely to the Red Store Entities and their respective Affiliates, as applicable (it being understood that, to the extent Buyer or any of its Affiliates (including, as of the Closing, the Company Entities) acquires any right, title and interest in and to any Excluded Marks, Buyer or such Affiliate hereby irrevocably and perpetually assigns to the Red Store Entities and their respective Affiliates, as applicable, all such right, title and interest in and to such Excluded Marks, together with all associated goodwill and all rights to xxx for the past, present and future infringement, dilution or other violation of such Excluded Marks).
(b) Subject to Section 5.22(c) hereof and the Services Agreement, following the Closing, Buyer shall cause the Company Entities to (i) cease any and all use of the Excluded Marks, (ii) delete or destroy any and all materials under their control that contain the Excluded Marks and (iii) cause their corporate names to be changed to such other corporate names that do not include the Excluded Marks and make all necessary filings and use commercially reasonable efforts to cause all applicable Governmental Entities to change all applications, registrations and filings, including corporate names, seals and certificates of the Company Entities such that they will not include any Excluded Marks; provided, that the Company Entities may make minimal use of the Excluded Marks solely in connection with a reference to the Company Entities’ history that is factually accurate. From and after the Closing, none of Buyer, Buyer’s Affiliates or the Company Entities shall challenge the ownership validity or enforceability of any Excluded Marks. For the avoidance of doubt...
Excluded Marks. Purchaser shall not, and shall cause each of its Affiliates not to, (i) apply to register or register any of the Excluded Marks, (ii) file an opposition against any Seller’s or Seller Affiliates’ application to register such marks or (iii) file a petition to cancel the registration of such marks as registered by any Seller or any of its Affiliates.
Excluded Marks. 1.2(c) FBI..........................................................................................................1.4(g) Financial Statements............................................................................................3.
Excluded Marks. Within thirty (30) days after the Closing, CC Buyer shall cease all use of the Excluded Marks, any other marks substantially or confusingly similar thereto, and any other Intellectual Property of CCI or its Affiliates (excluding the Transferred Intellectual Property and the Intellectual Property licensed to CC Buyer pursuant to the Trademark License Agreement).
Excluded Marks. (a) The Parties acknowledge and agree that (i) Buyer has no right, title, or interest in or to any Excluded Marks and (ii) no interest in or right to use any of the Excluded Marks is being assigned, licensed, transferred or otherwise conveyed to Buyer pursuant to this Agreement or the transactions contemplated hereby. Buyer may use existing supplies of office supplies internal-use forms, invoices, purchase orders, and internal training materials (the “Existing Stock”) for (i) a period of ninety (90) days following the Closing with respect to Existing Stock used solely on an internal basis (the “Internal Run-Off Period”) and (ii) a period of sixty (60) days following the Closing with respect to Existing Stock used on an external-facing basis (the “External Run-Off Period”) (each of the Internal Run-Off Period and the External Run-Off Period, a “Run-Off Period”). Except as expressly set forth in the preceding sentence and pursuant to the Intellectual Property License Agreement, after the Closing Date, Buyer and its Affiliates will stop using the Excluded Marks in any form in connection with the Business, including by removing, permanently obliterating or covering all references to the Excluded Marks that appear on any Purchased Asset. In furtherance (and not limitation) of the preceding sentence, Buyer shall use its commercially reasonable efforts to cease using any Existing Stock as soon as reasonably practicable (but shall cease such use, in no event, later than the end of the applicable Run-Off Period); provided that to the extent Buyer uses any Existing Stock, Buyer shall (i) use only the Existing Stock in inventory as of the Closing, (ii) conspicuously state on the Existing Stock that the Business is no longer operated by Seller or its Affiliates and (iii) not order, utilize, reproduce or electronically generate in any manner any additional supplies or documents that contain any Excluded Marks. Seller shall provide reasonable assistance to Buyer, at Buyer’s expense, with its obligations under this Section 7.2(a). Buyer shall not be deemed to have violated this Section 7.2(a), even after the applicable Run-Off Period, by reason of the use of any Excluded Xxxx in a non-trademark manner (including on Buyer’s website) in textual sentences, which use is factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the Business is no longer affiliated with Seller and/or to reference historical details concer...
Excluded Marks. Prior to the Closing, Seller shall (i) remove, destroy, or strike over all Excluded Marks from the labeling, stationary, forms, supplies, displays, advertising and promotional materials, manuals and other materials that bear any Excluded Marks and (ii) remove all Excluded Marks from all assets, websites, emails and other online materials and from all signage and other displays.
Excluded Marks. The Excluded Marks may appear on some of the Contributed Assets, including on signage. The Company acknowledges and agrees that it does not have and, upon consummation of the Transactions, will not have, any right, title, interest, license, or other right to use the Excluded Marks. The Company shall, as soon as reasonably practicable after the Closing Date, remove the Excluded Marks from, or cover or conceal the Excluded Marks on, any Contributed Assets, or otherwise refrain from the use and display of the Contributed Assets on which the Excluded Marks are affixed.
Excluded Marks. 1.2(f) Exemption Certificate..................................................................................................3.7 Facilities.......................................................................................................
Excluded Marks. Any and all proprietary systems, trade secrets and proprietary information, and other intellectual property used by Seller on its behalf in the marketing, operation or use of the Property; including but not limited to the domain address http:/xxxxxx.xxx. Notwithstanding the immediately preceding sentence, Excluded Marks do not include those words and domain names expressly included in the Intangible Property.
