Legal Names and Other Parties’ Trademark. (1) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCo, “SG Holdings” or any other name or Trademark containing the words “SG Holdings”, and in the case of SG Holdings, “SG DevCo” or “SG DevCo Inc.” or any other name or Trademark containing the words “SG DevCo”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings or in the case of any member of the SG Holdings Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCo, (2) making use of any Other Party Mark in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party Mark, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time. (2) Notwithstanding the foregoing requirements of Section 5.1(1), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party’s or Group member’s legal name which includes references to “SG DevCo” or “SG Holdings” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references. (3) Notwithstanding the foregoing requirements of Section 5.1(1), but subject to Section 2.7 hereof, SG DevCo shall not be required to change any name including the words “SG” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo shall not advertise or make public any continued use of the “SG Holdings” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.1.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Safe & Green Holdings Corp.), Separation and Distribution Agreement (Safe & Green Development Corp), Separation and Distribution Agreement (Safe & Green Development Corp)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoXxxxxxx, “SG HoldingsDover” or “Dover Corporation” or any other name or Trademark containing the words “SG HoldingsDover”, and in the case of SG HoldingsDover, “SG DevCoXxxxxxx” or “SG DevCo Inc.Xxxxxxx Corporation” or any other name or Trademark containing the words “SG DevCoXxxxxxx”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Xxxxxxx Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG Holdings Dover or in the case of any member of the SG Holdings Dover Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG DevCoXxxxxxx, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Xxxxxxx shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Dover on the “xxx.xxxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Xxxxxxx, and not Dover, is responsible for the operation of the Xxxxxxx Business, including such website and any applicable services. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 5.2 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a5.2(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoXxxxxxx” or “SG HoldingsDover” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), but subject to Section 2.7 hereof, SG DevCo Xxxxxxx shall not be required to change any name including the words “SGDover” in any Third Third-Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Xxxxxxx on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Third-Party contract or license or property record and (ii) SG DevCo Xxxxxxx shall not advertise or make public any continued use of the “SG HoldingsDover” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.15.2(c).
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Knowles Corp), Separation and Distribution Agreement (Knowles Corp), Separation and Distribution Agreement (Knowles Corp)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six three (63) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Subsidiaries or Affiliates (including, in the case of SG DevCoSpectra Energy, “SG HoldingsDuke Energy” or “Duke Energy Corporation” or any other name or Trademark containing the words word “SG Holdings”, and in the case of SG Holdings, “SG DevCo” or “SG DevCo Inc.” or any other name or Trademark containing the words “SG DevCoDuke”) and (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Subsidiaries or Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Subsidiaries or Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) stating in the case of any member of the SG DevCo Group, making factual and accurate reference in a non-Trademark manner advertising or any other communication that it was is formerly affiliated with SG Holdings a Duke Energy affiliate or in the case of any member of the SG Holdings Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCo, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party third party made such use or would otherwise be legally permissible for any unaffiliated Third Party third party without the consent of the Party owning such Other Party Mark, and (3) making references in internal historical and tax recordsXxxx. In furtherance of the foregoing, as soon as practicable, but in no event later than six three (63) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Subsidiaries’ and Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Spectra Energy shall promptly after the Distribution Date post a disclaimer on the “xx.xxxx-xxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Spectra Energy, and not Duke Energy, is responsible for the operation of the Gas Business, including such website and any applicable services. Any use by any Party or any of such Party’s Subsidiaries or Affiliates of any of the Other Party Marks as permitted in this Section 5.1 5.2 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), if any Party or any member of such Party’s Group used commercially reasonable exercised good faith efforts to comply with Section 5.1(a5.2(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable exercise good faith efforts to effectuate such name change and does effectuate such name change within twelve nine (129) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoSpectra Energy” or “SG HoldingsDuke Energy” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), but subject to Section 2.7 hereof, SG DevCo Spectra Energy shall not be required to change any name including the words word “SGDuke” in any Third Party third-party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Spectra Energy on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party third-party contract or license or property record and (ii) SG DevCo Spectra Energy shall not advertise or make public any continued use of the “SG HoldingsDuke” name permitted by this Section 5.1(35.2(c).
(d) except as otherwise permitted by Notwithstanding the foregoing requirements of Section 5.2(a), subject to the terms and conditions set forth in this Section 5.15.2(d), Duke Energy hereby grants to Spectra Energy, effective as of the Effective Time, a perpetual, non-exclusive, royalty free and non-transferable license to use the trademarks set forth on Schedule 5.2(d) (the “Licensed Trademarks”) solely in connection with the internal operations of the Gas Business. Spectra Energy shall neither sublicense the Licensed Trademarks, nor shall Spectra Energy publish, distribute or otherwise use the Licensed Trademarks for any purpose other than the internal operations of the Gas Business. Spectra Energy shall ensure that in the course of conducting the Gas Business under any of the Licensed Trademarks, the quality of services provided by Spectra Energy under such Licensed Trademark will be at least equal to or greater than the quality of services provided by Duke Energy under such Licensed Trademark immediately prior to the Effective Time, and that such services shall otherwise be maintained and offered in a manner and at a level consistent with such past practices. Spectra Energy shall use the Licensed Trademarks in accordance with sound trademark usage principles and all applicable Laws as reasonably necessary to maintain the validity and enforceability of Duke Energy’s rights in such trademarks and Spectra Energy shall not use the Licensed Trademarks in any manner which might tarnish, disparage, or reflect adversely on Duke Energy or the Licensed Trademarks. If Spectra Energy uses the Licensed Trademarks in a manner which Duke Energy, in its reasonable judgment, determines reflects adversely upon the image, goodwill and reputation of Duke Energy or the Licensed Trademarks, then, upon receipt of written notice from Duke Energy identifying its objection, Spectra Energy shall immediately cease the particular use to which Duke Energy has objected. Spectra Energy agrees to cooperate with and assist Duke Energy in protecting and enforcing Duke Energy’s rights in the Licensed Trademarks and in maintaining any registrations with any Governmental Entities for the Licensed Trademarks in force. Spectra Energy shall assist Duke Energy in the enforcement of rights in the Licensed Trademarks by promptly informing Duke Energy of any actual or potential claim, demand, infringement, misuse or misappropriation relating to the Licensed Trademarks to the extent that Spectra Energy is in possession of such information or otherwise becomes aware of any such actual or potential claim, demand, infringement, misuse or misappropriation. Duke Energy will have the sole right to determine whether or not to investigate such alleged infringement and to determine whether to initiate or participate in any judicial or administrative proceeding involving the Licensed Trademarks. Duke Energy is and shall remain the sole owner of the Licensed Trademarks and all goodwill associated therewith. Spectra Energy acknowledges that nothing herein gives Spectra Energy any right, title or interest in the Licensed Trademarks, apart from the license granted under this Section 5.2(d), and in no event shall Spectra Energy’s use of the Licensed Trademarks be deemed to vest any right, title or interest to the Licensed Trademarks in Spectra Energy. All uses of the Licensed Trademarks by Spectra Energy, and all goodwill generated thereby, shall inure exclusively and completely to the benefit of Duke Energy. Spectra Energy, agrees that it shall not contest or challenge the validity of, or Duke Energy’s title in, the Licensed Trademarks, and it shall not register or apply for registration of the Licensed Trademarks.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Duke Energy CORP), Separation and Distribution Agreement (Spectra Energy Corp.)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s 's Affiliates (including, in the case of SG DevCoArcosa, “SG Holdings” "Trinity" or "Trinity Industries, Inc." or any other name or Trademark containing the words “SG Holdings”"Trinity", and in the case of SG HoldingsTrinity, “SG DevCo” "Arcosa" or “SG DevCo "Arcosa, Inc.” " or any other name or Trademark containing the words “SG DevCo”"Arcosa") and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s 's Affiliates, the “"Other Party Marks”"), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s 's Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s 's Group from (1) in the case of any member of the SG DevCo Arcosa Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings Trinity or in the case of any member of the SG Holdings Trinity Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCoArcosa, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “"fair use” " under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s 's and its Affiliates’ ' assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Arcosa shall promptly after the Distribution Date post and maintain for a period of six (6) months a disclaimer in a form and manner reasonably acceptable to Trinity on the "xxx.xxxxxx.xxx" website informing its customers that as of the Effective Time and thereafter Arcosa, and not Trinity, is responsible for the operation of the Arcosa Business, including such website and any applicable services. Any use by any Party or any of such Party’s 's Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.1(a), if any Party or any member of such Party’s 's Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s 's or its Group member’s 's legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark Xxxx that is in such Party’s 's or Group member’s 's legal name which includes references to “SG DevCo” "Arcosa" or “SG Holdings” "Trinity" as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s 's or Group member’s 's legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.1(a), but subject to Section 2.7 hereof, SG DevCo Arcosa shall not be required to change any name including the words “SG” "Trinity" in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Arcosa on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo Arcosa shall not advertise or make public any continued use of the “SG Holdings” "Trinity" name permitted by this Section 5.1(35.1(c) except as otherwise permitted by this Section 5.1.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Arcosa, Inc.), Separation and Distribution Agreement (Trinity Industries Inc)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoApergy, “SG HoldingsDover”, “Dover Corporation” or the Dover logo or any other name or Trademark containing the words “SG Holdings”Dover” or the logos or names set forth on Schedule 5.2(a)(i), and in the case of SG HoldingsDover, “SG DevCoApergy”, “Apergy Corporation” or “SG DevCo Inc.” the Apergy logo or any other name or Trademark containing the words “SG DevCo”Apergy” or the logos or names set forth on Schedule 5.2(a)(ii)) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), ) and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Apergy Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG Holdings Dover or in the case of any member of the SG Holdings Dover Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG DevCoApergy, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, (3) in the case of any member of the Apergy Group, using, solely in connection with the operation of the Apergy Business and in the ordinary course in accordance with the prior practices of the Apergy Business, any existing inventory and packaging included in the Apergy Assets containing the Trademarks of Dover or Dover’s Affiliates for a period of 18 months following the Distribution Date and (34) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall Date (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2) Notwithstanding the foregoing requirements of Section 5.1(1), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) 18 months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party’s or Group member’s legal name which includes references to “SG DevCo” or “SG Holdings” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3) Notwithstanding the foregoing requirements of Section 5.1(1), but subject to Section 2.7 hereof, SG DevCo shall not be required to change any name including the words “SG” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo on a prospective basis from and after following the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo shall not advertise or make public any continued use of the “SG Holdings” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.1.pursuant to clause
Appears in 2 contracts
Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp)
Legal Names and Other Parties’ Trademark. (1) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoSUNS, “SG Holdings” or any other name or Trademark containing the words “SG Holdings”AFC Gamma, and in the case of SG Holdings, “SG DevCo” or “SG DevCo Inc.” or any other name or Trademark containing the words “SG DevCoAFC Gamma”, and in the case of AFC Gamma, “Sunrise Realty Trust, Inc.” or any other name or Trademark containing the words “Sunrise Realty Trust”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo SUNS Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings AFC Gamma or in the case of any member of the SG Holdings AFC Gamma Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCoSUNS, (2) making use of any Other Party Mark in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party Mark, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2) Notwithstanding the foregoing requirements of Section 5.1(1), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party’s or Group member’s legal name which includes references to “SG DevCoSUNS” or “SG HoldingsAFC Gamma” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3) Notwithstanding the foregoing requirements of Section 5.1(1), but subject to Section 2.7 hereof, SG DevCo shall not be required to change any name including the words “SG” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo shall not advertise or make public any continued use of the “SG Holdings” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.1.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Sunrise Realty Trust, Inc.), Separation and Distribution Agreement (Sunrise Realty Trust, Inc.)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six three (63) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Subsidiaries or Affiliates (including, in the case of SG DevCoEnexus, “SG HoldingsEntergy” or “Entergy Corporation” or any other name or Trademark containing the words word “SG Holdings”, and in the case of SG Holdings, “SG DevCo” or “SG DevCo Inc.” or any other name or Trademark containing the words “SG DevCoEntergy”) and (B) any names Trademarks related thereto, including any Trademark derivative of or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Subsidiaries or Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Subsidiaries or Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) stating in the case of any member of the SG DevCo Group, making factual and accurate reference in a non-Trademark manner advertising or any other communication that it was is formerly affiliated an affiliate or otherwise describing it historical relationship with SG Holdings the other Party or in the case of any member of the SG Holdings Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCo, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party third party made such use or would otherwise be legally permissible for any unaffiliated Third Party third party without the consent of the Party owning such Other Party Mark, and (3) making references in internal historical and tax recordsXxxx. In furtherance of the foregoing, as soon as practicablepracticable after the Distribution Date, but in no event later than six three (63) months following the Distribution Datethereafter, each Party shall (and cause all of the other members of its Group to) remove), at its own expense, remove (or, if necessary, on an interim basis, cover up), strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Subsidiaries’ and Affiliates’ assets and other materials, including any exterior signs and other identifiers located on any property or premises, vehicles, products, supplies and documents (including, but not limited to, purchase orders, forms, labels, packaging and shipping materials, catalogues, stationery, sales brochures, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, operating manuals, formsinstructional manuals, advertising materials and similar material), websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of ; provided, however, that Enexus shall promptly after the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for Distribution Date post a disclaimer on the Other Party Marks xxx.xxxxxxxxxxxx.xxx website informing its customers that as of the Effective TimeTime and thereafter Enexus, and not Entergy, is responsible for the operation of the Non-Utility Nuclear Business, including such website and any applicable services.
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.1(a), if any Party or any member of such Party’s Group used commercially reasonable exercised good faith efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal namename later than three (3) months after the Distribution Date, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable exercise good faith efforts to effectuate such name change and does effectuate such name change within twelve nine (129) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets Assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoEnexus” or “SG HoldingsEntergy” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.1(a), but subject to Section 2.7 hereof, SG DevCo Enexus shall not be required to change any name including the words word “SGEntergy” in any Third Party contract third-party Contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Enexus on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract third-party Contract or license or property record and record; (ii) SG DevCo Enexus shall not advertise or make public any continued use of the “SG HoldingsEntergy” name permitted by this Section 5.1(35.1(c); and (iii) except Enexus shall be obligated, to the extent applicable, to provide prompt notice of the Separation and updated contact information in connection with any such third-party Contract or license.
(d) With respect to any use by any Party or any of such Party’s Subsidiaries or Affiliates of any of the Other Party Marks as otherwise permitted in this Section 5.1, (i) such use shall be at its sole risk, on an “AS IS, WHERE IS” basis, without any representation or warranty whatsoever, (ii) such use shall be subject to their compliance with all quality control and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time; and (iii) such Party or such Party’s Subsidiaries or Affiliates is hereby granted a limited, non-exclusive license by the other Party or its Subsidiaries or Affiliates, as applicable, to such Other Party Marks solely for transitional purposes as permitted in this Section 5.1.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Enexus Energy CORP)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoWABCO, “SG Holdings” or any other name or Trademark containing the words “SG Holdings”, and in the case of SG Holdings, “SG DevCoASD” or “SG DevCo American Standard Companies Inc.” or any other name or Trademark containing the words “SG DevCoAmerican Standard”, and in the case of ASD, “WBC” or “WABCO Holdings Inc.” or any other name or Trademark containing the words “WABCO”) and (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings or in the case of any member of the SG Holdings Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCoASD, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party third party made such use or would otherwise be legally permissible for any unaffiliated Third Party third party without the consent of the Party owning such Other Party MarkXxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that WABCO shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to ASD on the “xxx.xxxxx-xxxx.xxx” website informing its customers that as of the Effective Time and thereafter WABCO, and not ASD, is responsible for the operation of the VCS Business, including such website and any applicable services. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 5.2 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time. The Parties shall (and shall cause the other members of its Group to) not use the Other Party Marks as permitted in this Section 5.2 in a manner that is reasonably likely to reflect negatively on such names or marks, or on the other Party or its Affiliates.
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a5.2(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoWABCO” or “SG HoldingsAmerican Standard” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), but subject to Section 2.7 hereof, SG DevCo WABCO shall not be required to change any name including the words “SGAmerican Standard” in any Third Party third-party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo WABCO on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party third-party contract or license or property record and (ii) SG DevCo WABCO shall not advertise or make public any continued use of the “SG HoldingsAmerican Standard” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.15.2(c).
Appears in 1 contract
Samples: Separation and Distribution Agreement (American Standard Companies Inc)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoApergy, “SG HoldingsDover”, “Dover Corporation” or the Dover logo or any other name or Trademark containing the words “SG Holdings”Dover” or the logos or names set forth on Schedule 5.2(a)(i), and in the case of SG HoldingsDover, “SG DevCoApergy”, “Apergy Corporation” or “SG DevCo Inc.” the Apergy logo or any other name or Trademark containing the words “SG DevCo”Apergy” or the logos or names set forth on Schedule 5.2(a)(ii)) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), ) and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Apergy Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG Holdings Dover or in the case of any member of the SG Holdings Dover Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG DevCoApergy, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, (3) in the case of any member of the Apergy Group, using, solely in connection with the operation of the Apergy Business and in the ordinary course in accordance with the prior practices of the Apergy Business, any existing inventory and packaging included in the Apergy Assets containing the Trademarks of Dover or Dover’s Affiliates for a period of 18 months following the Distribution Date and (34) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution DateDate (or 18 months following the Distribution Date pursuant to clause (3) of the previous sentence, as applicable), each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets Assets and other materialsmaterials owned by or in the possession of such Party or any member or such Party’s Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Apergy shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Dover on the “xxx.xxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Apergy, and not Dover, is responsible for the operation of the Apergy Business, including such website and any applicable services. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 5.2 is subject to their compliance in all material respects with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time. No Party or any member of its Group shall use the Other Party Marks in a manner that may reflect negatively on such name and marks or on the other Party or any member of such Party’s Group. Each Party shall indemnify, defend and hold harmless the other Party and the members of the other Party’s Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of such first Party’s Group of the Other Party Marks pursuant to this Section 5.2(a).
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), if any Party or any member of such Party’s Group has used commercially reasonable efforts to comply with Section 5.1(a5.2(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) 12 months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets Assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoApergy” or “SG HoldingsDover” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), but subject to Section 2.7 hereof, SG DevCo Apergy shall not be required to change any name including the words “SGDover” in any Third Party contract or licenseContract, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Apergy on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license Contract or property record and (ii) SG DevCo Apergy shall not advertise or make public any continued use of the “SG HoldingsDover” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.15.2(c).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Apergy Corp)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoArcosa, “SG Holdings” or any other name or Trademark containing the words “SG Holdings”, and in the case of SG Holdings, “SG DevCoTrinity” or “SG DevCo Trinity Industries, Inc.” or any other name or Trademark containing the words “SG DevCoTrinity”, and in the case of Trinity, “Arcosa” or “Arcosa, Inc.” or any other name or Trademark containing the words “Arcosa”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Arcosa Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings Trinity or in the case of any member of the SG Holdings Trinity Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCoArcosa, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2) Notwithstanding the foregoing requirements of Section 5.1(1), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party’s or Group member’s legal name which includes references to “SG DevCo” or “SG Holdings” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3) Notwithstanding the foregoing requirements of Section 5.1(1), but subject to Section 2.7 hereof, SG DevCo shall not be required to change any name including the words “SG” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo on a prospective basis from and Arcosa shall promptly after the Distribution Date shall change post and maintain for a period of six (6) months a disclaimer in a form and manner reasonably acceptable to Trinity on the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo shall not advertise or make public any continued use “xxx.xxxxxx.xxx” website informing its customers that as of the “SG Holdings” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.1.Effective Time and thereafter Arcosa, and not Trinity, is responsible for the operation of the Arcosa Business, including such website
Appears in 1 contract
Samples: Separation and Distribution Agreement (Arcosa, Inc.)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoApergy, “SG HoldingsDover”, “Dover Corporation” or the Dover logo or any other name or Trademark containing the words “SG Holdings”Dover” or the logos or names set forth on Schedule 5.2(a)(i), and in the case of SG HoldingsDover, “SG DevCoApergy”, “Apergy Corporation” or “SG DevCo Inc.” the Apergy logo or any other name or Trademark containing the words “SG DevCo”Apergy” or the logos or names set forth on Schedule 5.2(a)(ii)) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), ) and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Apergy Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG Holdings Dover or in the case of any member of the SG Holdings Dover Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG DevCoApergy, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, (3) in the case of any member of the Apergy Group, using, solely in connection with the operation of the Apergy Business and in the ordinary course in accordance with the prior practices of the Apergy Business, any existing inventory and packaging included in the Apergy Assets containing the Trademarks of Dover or Dover’s Affiliates for a period of 18 months following the Distribution Date and (34) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution DateDate (or 18 months following the Distribution Date pursuant to clause (3) of the previous sentence, as applicable), each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets Assets and other materialsmaterials owned by or in the possession of such Party or any member or such Party’s Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Apergy shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Dover on the “www.[apergy].com” website informing its customers that as of the Effective Time and thereafter Apergy, and not Dover, is responsible for the operation of the Apergy Business, including such website and any applicable services. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 5.2 is subject to their compliance in all material respects with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time. No Party or any member of its Group shall use the Other Party Marks in a manner that may reflect negatively on such name and marks or on the other Party or any member of such Party’s Group. Each Party shall indemnify, defend and hold harmless the other Party and the members of the other Party’s Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of such first Party’s Group of the Other Party Marks pursuant to this Section 5.2(a).
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), if any Party or any member of such Party’s Group has used commercially reasonable efforts to comply with Section 5.1(a5.2(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) 12 months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets Assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoApergy” or “SG HoldingsDover” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), but subject to Section 2.7 hereof, SG DevCo Apergy shall not be required to change any name including the words “SGDover” in any Third Party contract or licenseContract, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Apergy on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license Contract or property record and (ii) SG DevCo Apergy shall not advertise or make public any continued use of the “SG HoldingsDover” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.15.2(c).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Apergy Corp)
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoXxxxxxx, “SG HoldingsDover” or “Dover Corporation” or any other name or Trademark containing the words “SG HoldingsDover”, and in the case of SG HoldingsDover, “SG DevCoXxxxxxx” or “SG DevCo Inc.Xxxxxxx Corporation” or any other name or Trademark containing the words “SG DevCoXxxxxxx”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Xxxxxxx Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG Holdings Dover or in the case of any member of the SG Holdings Dover Group, making factual and accurate reference in a non-Trademark prominent manner that it was formerly affiliated with SG DevCoXxxxxxx, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkXxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2) Notwithstanding the foregoing requirements of Section 5.1(1), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party’s or Group member’s legal name which includes references to “SG DevCo” or “SG Holdings” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3) Notwithstanding the foregoing requirements of Section 5.1(1), but subject to Section 2.7 hereof, SG DevCo shall not be required to change any name including the words “SG” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo shall not advertise or make public any continued use of the “SG Holdings” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.1.six
Appears in 1 contract
Legal Names and Other Parties’ Trademark. (1a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoWABCO, “SG Holdings” or any other name or Trademark containing the words “SG Holdings”, and in the case of SG Holdings, “SG DevCoASD” or “SG DevCo American Standard Companies Inc.” or any other name or Trademark containing the words “SG DevCoAmerican Standard”, and in the case of ASD, “WBC” or “WABCO Holdings Inc.” or any other name or Trademark containing the words “WABCO”) and (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings or in the case of any member of the SG Holdings Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCoASD, (2) making use of any Other Party Mark Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party third party made such use or would otherwise be legally permissible for any unaffiliated Third Party third party without the consent of the Party owning such Other Party MarkXxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that WABCO shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to ASD on the “[ ].com” website informing its customers that as of the Effective Time and thereafter WABCO, and not ASD, is responsible for the operation of the VCS Business, including such website and any applicable services. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 5.2 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time. The Parties shall (and shall cause the other members of its Group to) not use the Other Party Marks as permitted in this Section 5.2 in a manner that is reasonably likely to reflect negatively on such names or marks, or on the other Party or its Affiliates.
(2b) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a5.2(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Xxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark Xxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoWABCO” or “SG HoldingsAmerican Standard” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3c) Notwithstanding the foregoing requirements of Section 5.1(15.2(a), but subject to Section 2.7 hereof, SG DevCo WABCO shall not be required to change any name including the words “SGAmerican Standard” in any Third Party third-party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo WABCO on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party third-party contract or license or property record and (ii) SG DevCo WABCO shall not advertise or make public any continued use of the “SG HoldingsAmerican Standard” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.15.2(c).
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Samples: Separation and Distribution Agreement (WABCO Holdings Inc.)
Legal Names and Other Parties’ Trademark. (1) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of SG DevCoCryptyde, “SG Holdings” or any other name or Trademark containing the words “SG Holdings”, and in the case of SG Holdings, “SG DevCoVinco” or “SG DevCo Vinco Ventures, Inc.” or any other name or Trademark containing the words “SG DevCoVinco”, and in the case of Vinco, “Cryptyde” or “Cryptyde Inc.” or any other name or Trademark containing the words “Cryptyde”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SG DevCo Cryptyde Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG Holdings Vinco or in the case of any member of the SG Holdings Vinco Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with SG DevCoCryptyde, (2) making use of any Other Party Mark Mxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party MarkMxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.
(2) Notwithstanding the foregoing requirements of Section 5.1(1), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark Mxxx remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark Mxxx that is in such Party’s or Group member’s legal name which includes references to “SG DevCoCryptyde” or “SG HoldingsVinco” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.
(3) Notwithstanding the foregoing requirements of Section 5.1(1), but subject to Section 2.7 hereof, SG DevCo Cryptyde shall not be required to change any name including the words “SGVinco” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) SG DevCo Cryptyde on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) SG DevCo Cryptyde shall not advertise or make public any continued use of the “SG HoldingsVinco” name permitted by this Section 5.1(3) except as otherwise permitted by this Section 5.1.
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Samples: Separation and Distribution Agreement (Cryptyde, Inc.)