Excluded Names. The Parties acknowledge and agree that except as expressly provided in the Trademark License Agreement, the Company has no right, title or interest in any Excluded Name and no interest in or right to use the Excluded Names is being assigned, licensed, transferred or otherwise conveyed to Buyer or to the Company pursuant to this Agreement or the transactions contemplated hereby. In furtherance of the foregoing, effective immediately after the Closing and except as otherwise expressly provided in the Trademark License Agreement, Buyer shall take all action reasonably necessary to change the name of the Company in order to eliminate use by Buyer or any of its Affiliates, including the Company, of any Excluded Name except as expressly set forth in this Agreement. Except as expressly set forth in the Trademark License Agreement, as of the Closing Date, Buyer and its Affiliates (including the Company) will stop using the Excluded Names, including in any form in connection with the Company, including by removing, permanently obliterating or covering all references to the Excluded Names that appear on any Business Asset. Neither Buyer nor any of its Affiliates (including the Company following the Closing) will register, attempt to register or assist another in registering the Excluded Names anywhere in the world as a trademark, service xxxx, trade name, corporate name, assumed name, domain name or any other indication of source.
Excluded Names. The parties hereto acknowledge and agree that no Acquired Company has any right, title or interest in any Excluded Name and no interest in or right to use the Excluded Names is being assigned, licensed, transferred or otherwise conveyed to Buyer or to any Acquired Company pursuant to this Agreement or the transactions contemplated hereby. After the Closing Date, Buyer and its Affiliates (including the Acquired Companies) will promptly, and in any event within ninety (90) days, stop using the Excluded Names. Neither Buyer nor any of its Affiliates (including the Acquired Companies following the Closing) will register, attempt to register or assist another in registering the Excluded Names anywhere in the world as a trademark, service xxxx, trade name, corporate name, assumed name, domain name or any other indication of source.
Excluded Names. The Seller's rights to the following names and -------------- trademarks: Dunlop (subject to section 4.2(h)), Olympic; and
Excluded Names. To the extent any of the Excluded Names appear on any plants, buildings, signs, equipment or other structures that constitute Purchased Assets, Buyer shall, within forty-five (45) days after the Closing Date, remove or obliterate, or cause to be removed or obliterated, the Excluded Names from such plants, buildings, signs, equipment or other structures (including on uniforms and motor vehicles). Seller may remove, or cause to be removed, from the Real Property on or prior to the Closing all stationery, business forms, packaging, containers and other similar personal property on which any of the Excluded Names appear; provided, however, to the extent any such items are inadvertently left on the Real Property, Buyer shall not use any such items without first removing or obliterating, or causing to be removed or obliterated, the Excluded Names from such materials. Buyer will not use any vehicles with any Excluded Name or related signage outside the Facilities (whether to deliver product or otherwise). For the avoidance of doubt, except as set forth in this Section 6.15, neither Buyer nor any of its Affiliates shall have any rights to, and shall not use in any manner, the Excluded Names on or after the Closing. . Buyer shall, at its sole cost and expense, use commercially reasonable efforts (and Seller will cooperate, at its sole cost and expense, as reasonably requested by Buyer and without charge) to (a) obtain with respect to all Performance Bonds and similar instruments issued with respect to Seller and its Affiliates in connection with the new performance bonds or other security with respect to Buyer’s acts or omissions on or after the Closing that are satisfactory to the beneficiary; and (b) cause Seller and each of its Affiliates to be released from post-Closing liabilities and obligations under all of the Performance Bonds and similar instruments issued with respect to Seller and its Affiliates and under any guarantees and similar instruments entered into in connection with them (collectively with the Performance Bonds and similar instruments referred to in clause (b) above, the “Seller Performance Support”). Without limiting the foregoing, Buyer will make commercially reasonable financial accommodation, provide such security reasonably required by the issuer, and agree to any additional reasonable requirements of the issuer as a condition to obtaining such replacement and release of Seller Performance Support. Buyer will pay and otherwise be responsib...
Excluded Names. As promptly as practicable following the Closing, but in no event later than 30 days after the Closing Date, Buyer will stop using any trademark, service mxxx, brand name, certification mxxx, trade name, service name, corporate name, domain name, logo or other indication of source or origin owned by Seller or any of its Affiliates and not included within Acquired Intellectual Property (collectively “Excluded Names”) by removing, permanently obliterating or covering all Excluded Names that appear on any Acquired Asset, including labels and badges on all equipment on the premises of Acquired Customers and any Excluded Names that appear on trucks and other equipment included within the Acquired Assets. Without limiting the foregoing, in no event will Buyer use or display any Excluded Name in any way (i) other than in the same manner used by Seller in the SME Business immediately prior to Closing, (ii) in connection with products or services not conforming to the same standard of quality that existed for the products and services of the SME Business prior to Closing, or (iii) that would detract from or impair the goodwill associated with such Excluded Names. Notwithstanding the foregoing, Buyer shall continue to use Seller’s name for invoicing and collecting the Accounts Receivable for 180 days after the Closing. Buyer will not, and will cause its Affiliates not to, use any Excluded Name, and neither Buyer nor any of its Affiliates is granted any right hereunder to use any Excluded Name except as expressly permitted pursuant to this Section 5.18.
Excluded Names. 2.3.7 Excluded Assets
Excluded Names. (a) The Buyer acknowledges that, from and after the Closing Date, the Seller or its applicable Affiliate shall have the absolute and exclusive proprietary right to all names, marks, source identifiers, trade names, trade styles, logos and trademarks, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (i) incorporating the name “Kxxx”, the trademarks and service marks “Georgia-Pacific®,” “GP,” “MARKET BASED MANAGEMENT®” and “MBM®,” the GP logo, and any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing and (ii) any derivations, translations, modifications or alterations thereof, and any word, name or mxxx confusingly similar thereto or dilutive thereof (collectively “Excluded Names”). The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates to, use any Excluded Name 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 sell any products, that are included in the Inventory on the Closing Date and that bear an Excluded 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 any event for not longer than ninety (90) days from the Closing Date unless change of product registration is required to continue to sell products under new names. The Buyer may continue to sell all products under the Excluded Name where change of registration will require more than ninety (90) days from the Closing Date due to no fault of the Buyer until such time products are registered under the Buyer’s new names for the product. Such use will be in a form and manner and with standards of quality consistent with the Seller’s use of such literature, materials or products in the conduct of the Business prior to the Closing. From and after the expiration of such ninety (90)-day period or longer as may be necessary due to product registration under new names, the Buyer shall delete or cover (as by stickering) any such name, phrase or logo from any item included in the Inventory that bears such Excluded Name and take such other actions a...
