Common use of Licensee Undertakings Clause in Contracts

Licensee Undertakings. As a condition to the licenses granted hereunder, Keysight undertakes to Agilent that: (a) Keysight shall not use the Licensed Marks (or any other Xxxx of Agilent) in any manner contrary to public morals, in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of Agilent or the Licensed Marks, or which might jeopardize or limit Agilent’s proprietary interest therein. (b) Keysight shall not use the Licensed Marks or any other Agilent Xxxx in connection with any products other than the Licensed Products, including without limitation any other products sold and/or manufactured by Keysight. (c) Keysight shall not: (i) misrepresent to any Person the scope of its authority under this License, (ii) incur or authorize any expenses or liabilities chargeable to Agilent or (iii) take any actions that would impose upon Agilent any obligation or liability to a Third Party other than obligations under this License or other obligations which Agilent expressly approves in writing for Keysight to incur on its behalf. (d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.

Licensee Undertakings. As a condition to the licenses granted hereunder, Keysight Agilent undertakes to Agilent HP that: (a) Keysight Agilent shall not use the Licensed Marks (or any other Xxxx of AgilentHP) in any manner contrary to public morals, in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of Agilent HP or the Licensed Marks, or which might jeopardize or limit Agilent’s HP's proprietary interest therein. (b) Keysight Agilent shall not use the Licensed Marks or any other Agilent Xxxx in connection with any products or services other than the Licensed Measurement Products, including including, without limitation limitation, any other products sold and/or manufactured by KeysightAgilent Business products. (c) Keysight Agilent shall not: not (i) misrepresent to any Person the scope of its authority under this LicenseAgreement, (ii) incur or authorize any expenses or liabilities chargeable to Agilent HP, or (iii) take any actions that would impose upon Agilent HP any obligation or liability to a Third Party other than obligations under this License Agreement, or other obligations which Agilent HP expressly approves in writing for Keysight Agilent to incur on its behalf. (d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.

Licensee Undertakings. As a condition to the licenses granted hereunder, Keysight Purchaser undertakes to Agilent Seller that: (a) Keysight Purchaser shall not use the Licensed Marks (or any other Xxxx Trademark of AgilentSeller) in any manner contrary to public morals, in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of Agilent Seller or the Licensed Marks, or which might jeopardize or limit AgilentSeller’s proprietary interest therein. (b) Keysight Purchaser shall not use the Licensed Marks or any other Agilent Xxxx in connection with any products other than the Licensed Products, including without limitation any other products sold and/or manufactured by KeysightPurchaser. Notwithstanding the foregoing, Purchaser may use Seller Part Numbers in connection with Semiconductor Products in a Family associated with a Licensed Product. (c) Keysight Purchaser shall not: (i) misrepresent to any Person the scope of its authority under this License, (ii) incur or authorize any expenses or liabilities chargeable to Agilent Seller, or (iii) take any actions that would impose upon Agilent Seller any obligation or liability to a Third Party other than obligations under this License License, or other obligations which Agilent Seller expressly approves in writing for Keysight Purchaser to incur on its behalf. (d) All press releases and Purchaser shall have adopted a customer facing corporate advertising and promotions that embody identity of its own by the Closing Date. (e) In all external communications involving any use of the Licensed Marks and messages conveyed thereby on Corporate Identity Materials, Purchaser shall be consistent with use reasonable best efforts to avoid confusion regarding the high standards and prestige represented by source of the Licensed Markscommunications.

Licensee Undertakings. As a condition to the licenses license granted hereunder, Keysight Imagistics undertakes to Agilent Pitney Bowes that: (a) Keysight Imagistics shall not use the Licensed Marks (or any other Xxxx of Agilent) in any manner contrary to public morals, in any xxx manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of Agilent Pitney Bowes or the Licensed Marks, or which might jeopardize or limit Agilent’s Pitnxx Xxwes' proprietary interest therein. (b) Keysight Imagistics shall not use xxx xhe Licensed Marks, the Licensed Marks Copyrights, the Licensed Patents or any other Agilent Xxxx the Licensed Technology in connection with any products or services other than the Licensed Imagistics Business Products, including without limitation any other products sold and/or manufactured by Keysight. (c) Keysight Imagistics shall not: not (i) misrepresent to any Person the scope of its authority under this LicenseAgreement, (ii) incur or authorize any expenses or liabilities chargeable to Agilent Pitney Bowes, or (iii) take any actions that would impose upon Agilent any Pitney Bowes xxx obligation or liability to a Third Party other than obligations obligaxxxxx under this License Agreement, or other obligations which Agilent Pitney Bowes expressly approves in writing for Keysight Imagistics to incur on its behalfbxxxxx. (d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks. (e) Imagistics shall comply in all material respects with all laws, regulations and governmental orders with respect to the manufacture, Sale, marketing and distribution of the Imagistics Business Products.