Common use of Legal Names and Signage Clause in Contracts

Legal Names and Signage. (a) Except as otherwise specifically provided in any Ancillary Agreement, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter: (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 Patriot, “Peabody Energy” or “Peabody Energy Corporation” or any other name or Trademark containing the word “Peabody”) 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 any advertising or any other communication that it is formerly a PEC affiliate or (2) making use of any Other Party 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 Mxxx. In furtherance of the foregoing, as soon as practicable, but in no event later than three (3) months following the Effective Time, 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 Patriot shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Patriot, and not PEC, is responsible for the operation of the Patriot 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 4.05 is 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. (b) Notwithstanding the foregoing requirements of Section 4.05(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(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 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a), Patriot shall not be required to change any name including the word “Peabody” 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) Patriot on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot shall not advertise or make public any continued use of the “Peabody” name permitted by this Section 4.05(c).

Legal Names and Signage. (a) Except as otherwise specifically provided in any Ancillary AgreementAgreement or in paragraph (d) below, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter: (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 PatriotCTM, “Peabody Energy” or “Peabody Energy IDT Corporation” or any other name or Trademark containing the word “PeabodyIDT”) 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 any advertising or any other communication that it is formerly a PEC affiliate or an IDT affiliate, (2) making use of any Other Party Mxxx 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 MxxxXxxx or (3) as may be required in any regulatory filing or submission or as may otherwise be required by law. In furtherance of the foregoing, other than with respect to the License, as soon as practicable, but in no event later than three six (36) months following the Effective Time, 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 Patriot shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Patriot, and not PEC, is responsible for the operation of the Patriot 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 4.05 4.04 is 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. (b) Notwithstanding Other than with respect to the License, notwithstanding the foregoing requirements of Section 4.05(a4.04(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(a4.04(a) but is unable, due to regulatory or other circumstance beyond its reasonable control, to effect a legal name change or other change in compliance with applicable Law such that an Other Party Mxxx 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx Xxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody EnergyIDT” 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a4.04(a), Patriot CTM shall not be required to change any name including the word “PeabodyIDT” 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) Patriot CTM on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot CTM shall not advertise or make public any continued use of the “PeabodyIDT” name permitted by this Section 4.05(c4.04(c).

Legal Names and Signage. (a) Except as otherwise specifically provided in any Ancillary Agreement, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter: (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 PatriotSpinco, “Peabody EnergyPhoenix Investment Partners” or “Peabody Energy CorporationThe Phoenix Companies, Inc.” or any other name or Trademark containing the word “PeabodyPhoenix”) 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 any advertising or any other communication that it is formerly a PEC affiliate or PNX affiliate, (2) making use of any Other Party Mxxx 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 MxxxXxxx or (3) as may be required in any regulatory filing or submission or as may otherwise be required by law. In furtherance of the foregoing, as soon as practicable, but in no event later than three six (36) months following the Effective Time, 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 Patriot Spinco shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxxxxx.Xxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter PatriotSpinco, and not PECPNX, is responsible for the operation of the Patriot Spinco 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 4.05 is 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. (b) Notwithstanding the foregoing requirements of Section 4.05(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(a) but is unable, due to regulatory or other circumstance beyond its reasonable control, to effect a legal name change or other change in compliance with applicable Law such that an Other Party Mxxx 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx Xxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody EnergyPhoenix” 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a), Patriot Spinco shall not be required to change any name including the word “PeabodyPhoenix” 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) Patriot Spinco on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot Spinco shall not advertise or make public any continued use of the “PeabodyPhoenix” name permitted by this Section 4.05(c).

Legal Names and Signage. (a) Except as otherwise specifically provided in any Ancillary Agreement, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution Date, but in any event event, shall cease, within six (6) three months thereafter: (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 Patriot, “Peabody Energy” or “Peabody Energy Corporation” or any other name or Trademark containing the word “Peabody”) 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) with respect to Spinco or any member of the Spinco Group, for a period of one year from the Effective Time, stating in any advertising or any other communication that it is formerly a PEC affiliate or an L-3 affiliate, (2) making use of any Other Party Mxxx Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third third-party made such use or would otherwise be legally permissible for any unaffiliated third third-party without the consent of the Party owning such Other Party MxxxXxxx or (3) as may be required in any regulatory filing or submission or as may otherwise be required by Law. In furtherance of the foregoing, as soon as practicable, but in no event later than three (3) months following the Effective Time, 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 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 Patriot Spinco shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxxxxx.XxxxxxxxXxxx.xxx” website and on any other website of the members of the Spinco Group and informing its and the other members of the Spinco Group’s customers that as of the Effective Time and thereafter PatriotSpinco, and not PECL-3, is responsible for the operation of the Patriot Spinco Business, including such website and any applicable services. Any use by any Party or any of such Party’s Subsidiaries subsidiaries or Affiliates of any of the Other Party Marks as permitted in this Section 4.05 is 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. (b) Notwithstanding the foregoing requirements of Section 4.05(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(a) but is unable, due to regulatory or other circumstance beyond its reasonable control, to effect a legal name change or other change in compliance with applicable Law such that an Other Party Mxxx 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) six months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx Xxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody EnergyL-3” 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a), Patriot Spinco shall not be required to change any name including the word “PeabodyL-3” 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) Patriot Spinco on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot Spinco shall not advertise or make public any continued use of the “PeabodyL-3” name permitted by this Section 4.05(c). (d) Spinco agrees as of the Distribution Date, on behalf of itself and its Affiliates, that none of them will assert, threaten to assert, or bring or threaten any Action under, the Spinco Patent and other Intellectual Property owned by the Spinco Group as of the Effective Time, with the exception of the Spinco Trademarks and the Spinco Copyrights, against L-3 or Affiliates of L-3 in connection with the conduct of their respective businesses, including the manufacture, use, export, repair, sale, offer for sale or other disposition of L-3 products and the performance of L-3 services. The foregoing agreement may sometimes be referred to herein as an “immunity from suit” and shall automatically extend to the benefit of customers purchasing products or services from L-3 or Affiliates of L-3 in connection with their use, marketing, distribution or resale of such products and to subcontractors, contract manufacturers, resellers and distributors to the extent they are manufacturing, marketing, using or selling products on behalf of L-3 or Affiliates of L-3 or their respective customers. The benefits of the foregoing immunity from suit shall be transferable to any successor to or assignee of L-3 or its Affiliates’ respective businesses or any portion thereof. The foregoing immunity from suit shall be automatically binding on any assignee of or successor to Spinco’s interest in the Spinco Patent. Notwithstanding the foregoing, to the extent that there is any Spinco Copyrights that are used in the operation of the L-3 Group’s business as currently conducted on or before the Effective Time, Spinco Group agrees not to assert such copyright against the L-3 Group in connection with the L-3 Group’s continued use of the copyrighted work in a similar manner as conducted in the operation of the L-3 Group’s business prior to the Effective Time. (e) To the extent that there is any Patent or trade secret that is owned by the L-3 Group as of Effective Time and that is not included in the Spinco Assets and that is used in the operation of the business as currently conducted by Spinco on or before the Distribution Date, L-3 agrees not to assert such Patent or trade secret against Spinco in connection with Spinco’s continued use in the same manner as conducted in the operation of the business prior to the Distribution Date.

Legal Names and Signage. (aa ) Except as otherwise specifically provided in any Ancillary Agreement, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter: (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 Patriot, “Peabody Energy” or “Peabody Energy Corporation” or any other name or Trademark containing the word “Peabody”) 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 any advertising or any other communication that it is formerly a PEC affiliate or (2) making use of any Other Party 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 Mxxx. In furtherance of the foregoing, as soon as practicable, but in no event later than three (3) months following the Effective Time, 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 Patriot shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Patriot, and not PEC, is responsible for the operation of the Patriot 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 4.05 is 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. (b) Notwithstanding the foregoing requirements of Section 4.05(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(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 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a), Patriot shall not be required to change any name including the word “Peabody” 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) Patriot on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot shall not advertise or make public any continued use of the “Peabody” name permitted by this Section 4.05(c).

Legal Names and Signage. (a) Except as otherwise specifically provided in any Ancillary AgreementAgreement or in paragraph (d) below, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution DateEffective Time, but in any event within six (6) months thereafter: (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 PatriotGenie, “Peabody Energy” or “Peabody Energy IDT Corporation” or any other name or Trademark containing the word “Peabody”) IDT” 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 any advertising or any other communication that it is formerly a PEC affiliate or an IDT affiliate, (2) making use of any Other Party Mxxx 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 MxxxXxxx or (3) as may be required in any regulatory filing or submission or as may otherwise be required by law. In furtherance of the foregoing, other than with respect to the License, as soon as practicable, but in no event later than three six (36) months following the Effective Time, 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 Patriot shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Patriot, and not PEC, is responsible for the operation of the Patriot 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 4.05 4.03 is 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. (b) Notwithstanding Other than with respect to the License, notwithstanding the foregoing requirements of Section 4.05(a4.03(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(a4.03(a) but is unable, due to regulatory or other circumstance beyond its reasonable control, to effect a legal name change or other change in compliance with applicable Law such that an Other Party Mxxx 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx Xxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody EnergyIDT” 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a4.03(a), Patriot Genie shall not be required to change any name including the word “PeabodyIDT” 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) Patriot Genie on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot Genie shall not advertise or make public any continued use of the “PeabodyIDT” name permitted by this Section 4.05(c4.03(c) . (d) License. (i) IDT hereby grants to Genie the limited, revocable, non-exclusive, non-transferable and non-sublicensable (except to a controlled subsidiary of Genie), worldwide, royalty-free right and license (the “License”) to use the “IDT” trademark in text form (with U.S. trademark registration number 2118811) and in logo form (with U.S. trademark registration number 2075108 as set forth on Exhibit C attached hereto) (collectively, the “IDT Xxxx”), and all trademarks utilizing the name IDT Energy or any logo including those words in combination with each other (the “Xxxx”) during the term specified in clause (iii) below. Any use by Genie of the Xxxx not expressly provided for in this Agreement is prohibited without the prior written consent of IDT, and all such uses are reserved to IDT. IDT shall not, during the term of the License, use the Xxxx. (ii) Whenever Genie uses the Xxxx, Genie shall attribute such Xxxx by using the “®” symbol. Such symbol shall be used immediately following the Xxxx in all prominent uses of the Xxxx, including the first use in body copy or text of, for example, marketing material, and press releases. In addition, except for the use of materials in inventory of the Genie Group at the Effective Time, Genie shall use, at the bottom of text that appears on any marketing materials, the following trademark legend: “IDT is the registered trademark of IDT Corporation.”

Legal Names and Signage. (a) Except as otherwise specifically provided in any Ancillary Agreement, each Party shall exercise commercially reasonable efforts to cease (and cause all of the other members of its Group to cease), as soon as reasonably practicable after the Distribution Date, but in any event event, shall cease, within six (6) three months thereafter: (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 Patriot, “Peabody Energy” or “Peabody Energy Corporation” or any other name or Trademark containing the word “Peabody”) 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) with respect to Spinco or any member of the Spinco Group, for a period of one year from the Effective Time, stating in any advertising or any other communication that it is formerly a PEC affiliate or an L-3 affiliate, (2) making use of any Other Party Mxxx Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third third-party made such use or would otherwise be legally permissible for any unaffiliated third third-party without the consent of the Party owning such Other Party MxxxXxxx or (3) as may be required in any regulatory filing or submission or as may otherwise be required by Law. In furtherance of the foregoing, as soon as practicable, but in no event later than three (3) months following the Effective Time, 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 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 Patriot Spinco shall promptly after the Effective Time post a disclaimer on the “wxx.xxxxxxxxxxx.xxxxxx.XxxxxxxxXxxx.xxx” website informing its customers that as of the Effective Time and thereafter PatriotSpinco, and not PECL-3, is responsible for the operation of the Patriot Spinco Business, including such website and any applicable services. Any use by any Party or any of such Party’s Subsidiaries subsidiaries or Affiliates of any of the Other Party Marks as permitted in this Section 4.05 is 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. (b) Notwithstanding the foregoing requirements of Section 4.05(a), if any Party or any member of such Party’s Group exercised good faith efforts to comply with Section 4.05(a) but is unable, due to regulatory or other circumstance beyond its reasonable control, to effect a legal name change or other change in compliance with applicable Law such that an Other Party Mxxx 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 exercise good faith efforts to effectuate such name change and does effectuate such name change within nine (9) six months after the Effective Time, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mxxx Xxxx that is in such Party’s or Group member’s legal name which includes references to “Patriot Coal” or “Peabody EnergyL-3” 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. (c) Notwithstanding the foregoing requirements of Section 4.05(a), Patriot Spinco shall not be required to change any name including the word “PeabodyL-3” 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) Patriot Spinco on a prospective basis from and after the Effective Time shall change the name in any new or amended third-party contract or license or property record and (ii) Patriot Spinco shall not advertise or make public any continued use of the “PeabodyL-3” name permitted by this Section 4.05(c). (d) Spinco agrees as of the Distribution Date, on behalf of itself and its Affiliates, that none of them will assert, threaten to assert, or bring or threaten any Action under, any of the Spinco Patents and other Intellectual Property (except as set forth on Schedule 4.05(d)) owned by the Spinco Group as of the Effective Time against L-3 or Affiliates of L-3 in connection with the conduct of their respective businesses, including the manufacture, use, export, repair, sale, offer for sale or other disposition of L-3 products and the performance of L-3 services. The foregoing agreement may sometimes be referred to herein as an “immunity from suit” and shall automatically extend to the benefit of customers purchasing products or services from L-3 or Affiliates of L-3 in connection with their use, marketing, distribution or resale of such products and to contract manufacturers, resellers and distributors to the extent they are manufacturing, marketing, using or selling products on behalf of L-3 or Affiliates of L-3 or their respective customers. The benefits of the foregoing immunity from suit shall be transferable to any successor to or assignee of L-3 or its Affiliates’ respective businesses or any portion thereof. The foregoing immunity from suit shall be automatically binding on any assignee of or successor to Spinco’s interest in the Spinco Patents. (e) To the extent that there is any Patent or trade secret that is owned by the L-3 Group as of Effective Time and that is not included in the Spinco Assets and that is used in the operation of the business as currently conducted by Spinco on or before the Distribution Date, L-3 agrees not to assert such Patent or trade secret against Spinco in connection with Spinco’s continued use in the same manner as conducted in the operation of the business prior to the Distribution Date.