Common use of Names and Marks Clause in Contracts

Names and Marks. (i) Except as provided in, contemplated by or required in connection with the provision of services pursuant to any Ancillary Agreement or as provided in this Section 2.14(d), as of the Effective Time (A) Navient shall not have any right to use or display the SLM BankCo Names or the SLM BankCo Marks in any form and (B) SLM BankCo shall not have the right to use or display the Navient Names or the Navient Marks in any form; provided, however, that (x) to the extent such SLM BankCo Names and SLM BankCo Marks were used or displayed by any member of the Navient Group prior to the Effective Time, the members of the Navient Group shall, as soon as reasonably practicable, but in any event within one year after the Effective Time, at their expense, cease all use or display of all SLM BankCo Names and SLM BankCo Marks and shall remove any and all references to the SLM BankCo Names and SLM BankCo Marks on Assets owned or held by them (including on business cards, stationary, commercial signs and similar identifiers) that refer or pertain specifically to the SLM BankCo Names and SLM BankCo Marks, and (y) that Navient shall have the right to continue to use the SLM BankCo Names and SLM BankCo Marks in perpetuity (i) to the extent they are incorporated into historical memorabilia, awards, customer benefit programs, and the like prior to the Effective Time and (ii) in new material that refers to the SLM BankCo Names and SLM BankCo Marks in the context of the loans made to any customer that carry such trademarked/service-marked benefit or name. In addition, each party shall have the right to use the others’ respective Names and Marks in perpetuity to the extent they are incorporated into (i) materials that speak generally to the history of the respective companies or (ii) the source code or system code of Software used by Effective Time Xxxxxx Mae and where such Names and Marks are not visible to customers or other third-party users of such Software. Each Party hereby grants to the other Party’s Group, for a period starting at the Effective Time and ending on the 180th day following the Operational Servicing Date, a worldwide, non-exclusive, non-transferable, royalty-free license to use the SLM Name and SLM BankCo Marks or Navient Name and Navient Marks, as applicable, as and to the extent used by the licensee’s respective business as of the Effective Time. Each Party shall use the names and marks of the other Party as allowed hereunder only in connection with goods or services that are of a level of quality at least equal to the quality of comparable goods or services marketed by that Party (or members of its respective Group) before the Effective Time. (ii) Notwithstanding the foregoing, nothing contained in this Agreement will prevent any Party (or any member of its respective Group) from using the other’s names or marks in documents intended to be filed with Governmental Authorities or real property registration offices, systems or databases (including MERS), in materials intended for distribution to such Party’s stockholders or in any other communication (including correspondence) in any medium that describes the current or former relationship between the Parties (or members of their respective Groups).

Names and Marks. (ia) Except Acquirer hereby acknowledges that all right, title and interest in and to the “INERGY” and “INERGY PROPANE” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, logos, slogans, company names and registrations and applications for registrations thereof, and other identifiers of source or goodwill, containing or incorporating any of the foregoing (collectively, the “Retained Names and Marks”) are owned by the Contributor Parties or their respective Affiliates, and that, except as expressly provided inbelow, contemplated by any and all rights of Acquirer, the Propane Group Entities or required their respective Affiliates to use the Retained Names and Marks shall terminate as of the Contribution Closing, and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Acquirer further acknowledges that neither Acquirer, its Affiliates, nor the Propane Group Entities or their respective Subsidiaries shall have any rights, or are acquiring any rights to use the Retained Names and Marks, except as expressly provided herein. (b) Acquirer and its Subsidiaries shall, for a period of three (3) years after the Contribution Closing Date, be entitled to use, solely in connection with the provision operation of services pursuant the Acquired Assets and the Propane Business, the Retained Names and Marks, in substantially the same manner as said names and marks were used by the Acquired Assets or the Propane Business prior to such date (including in the names of the Propane Group Entities), after which period Acquirer shall, and shall cause its Subsidiaries (including the Propane Group Entities) to, cease using the Retained Names and Marks. During such three (3) year period, Acquirer and its Subsidiaries shall use their commercially reasonable efforts to remove the Retained Names and Marks from signs, Tangible Property labels and other indicia visible to the public as soon as reasonably practical. (c) As soon as reasonably practical following the Contribution Closing Date and for a period of three (3) years thereafter, NRGY shall cause the Internet domain xxx.xxxxxxxxxxxxx.xxx to consist of a single web page, containing (with appropriate explanation) (i) a link to xxx.xxxxxxxxxxxxxxx.xxx (or any successor thereto), and (ii) a link to xxx.xxxxxxxx.xxx (or any successor thereto of which Acquirer is notified by NRGY). Acquirer shall, as soon as reasonably practical following the date hereof, propose the layout and wording of such page to NRGY, for NRGY’s prior consent, which consent shall not be unreasonably withheld or delayed, and NGRY shall thereafter promptly cause such page to be posted on such domain. For an additional two (2) year period following the three (3) year period described herein, NRGY shall cause the Internet domain xxx.xxxxxxxxxxxxx.xxx to consist of a single web page, containing a link to xxx.xxxxxxxx.xxx (or any successor thereto). NRGY shall renew and/or maintain as applicable, ownership of the domain name registration of the xxx.xxxxxxxxxxxxx.xxx Internet domain with the appropriate domain registrars for a period of at least five (5) years following the Contribution Closing Date. (d) As soon as reasonably practical following the Contribution Closing Date and for a period of three (3) years thereafter, NRGY shall cause (i) the “INERGY” trademark (and associated logo) to be removed from all pages of the xxx.xxxxxxxxxxxxxxxxxxxx.xxx website, (ii) a link to xxx.xxxxxxxxxxxxxxx.xxx (or any successor thereto) to be added to the homepage of the xxx.xxxxxxxxxxxxxxxxxxxx.xxx website, and (iii) an express reference to the historical fact that the business described therein, was previously conducted under the Retained Names and Marks but is no longer affiliated with the Contributor Parties, to be added to the xxx.xxxxxxxxxxxxxxxxxxxx.xxx homepage. Acquirer shall, as soon as reasonably practical following the date hereof, propose the layout and wording of such page to NRGY, for NRGY’s prior consent, which consent shall not be unreasonably withheld or delayed, and NGRY shall thereafter promptly cause such page to be posted on such domain. For an additional two (2) year period following the three (3) year period described herein, NGRY shall cause the Internet domain xxx.xxxxxxxxxxxxxxxxxxxx.xxx to consist of a single blank web page. NRGY shall renew and/or maintain as applicable, ownership of the domain name registration of the xxx.xxxxxxxxxxxxxxxxxxx.xxx Internet domain with the appropriate domain registrars for a period of at least five (5) years following the Contribution Closing Date. (e) In no event shall Acquirer, the Propane Group Entities or their respective Affiliates, register or attempt to register the Retained Names and Marks or any confusingly similar trade names, trademarks or service marks, or cause the Retained Names and Marks or any confusingly similar trade names, trademarks or service marks to be registered in any country, state or other jurisdiction. Acquirer, its Affiliates and the Propane Group Entities agree not to attack or contest or assist others in attacking or contesting the Retained Names and Marks or the Contributor Parties’ rights in the Retained Names and Marks. Notwithstanding anything in this Agreement to the contrary, Acquirer hereby acknowledges that in the event of any breach or threatened breach of this Section 5.16, the Contributor Parties, in addition to any Ancillary Agreement other remedies available, shall be entitled to seek a preliminary injunction, temporary restraining order or as provided other equivalent relief restraining Acquirer, the Propane Group Entities or any of their respective Affiliates from any such breach or threatened breach. (f) Notwithstanding anything to the contrary in this Section 2.14(d)Agreement, as of the Effective Time (A) Navient Acquirer shall not have any right to use or display the SLM BankCo Names or the SLM BankCo Marks in any form and (B) SLM BankCo shall not have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to use or display the Navient historical fact that the Acquired Assets and the Propane Business were previously conducted under the Retained Names or the Navient Marks in any formand Marks; provided, however, that (x) with respect to any such reference, Acquirer shall make explicit that the extent such SLM BankCo Names and SLM BankCo Marks were used or displayed by any member of the Navient Group prior to the Effective TimeAcquired Assets, the members of the Navient Propane Group shall, as soon as reasonably practicable, but in any event within one year after the Effective Time, at their expense, cease all use or display of all SLM BankCo Names and SLM BankCo Marks and shall remove any and all references to the SLM BankCo Names and SLM BankCo Marks on Assets owned or held by them (including on business cards, stationary, commercial signs and similar identifiers) that refer or pertain specifically to the SLM BankCo Names and SLM BankCo Marks, and (y) that Navient shall have the right to continue to use the SLM BankCo Names and SLM BankCo Marks in perpetuity (i) to the extent they are incorporated into historical memorabilia, awards, customer benefit programs, Entities and the like prior to Propane Business are no longer affiliated with the Effective Time and (ii) in new material that refers to the SLM BankCo Names and SLM BankCo Marks in the context of the loans made to any customer that carry such trademarked/service-marked benefit or name. In addition, each party shall have the right to use the others’ respective Names and Marks in perpetuity to the extent they are incorporated into (i) materials that speak generally to the history of the respective companies or (ii) the source code or system code of Software used by Effective Time Xxxxxx Mae and where such Names and Marks are not visible to customers or other third-party users of such Software. Each Party hereby grants to the other Party’s Group, for a period starting at the Effective Time and ending on the 180th day following the Operational Servicing Date, a worldwide, non-exclusive, non-transferable, royalty-free license to use the SLM Name and SLM BankCo Marks or Navient Name and Navient Marks, as applicable, as and to the extent used by the licensee’s respective business as of the Effective Time. Each Party shall use the names and marks of the other Party as allowed hereunder only in connection with goods or services that are of a level of quality at least equal to the quality of comparable goods or services marketed by that Party (or members of its respective Group) before the Effective TimeContributor Parties. (ii) Notwithstanding the foregoing, nothing contained in this Agreement will prevent any Party (or any member of its respective Group) from using the other’s names or marks in documents intended to be filed with Governmental Authorities or real property registration offices, systems or databases (including MERS), in materials intended for distribution to such Party’s stockholders or in any other communication (including correspondence) in any medium that describes the current or former relationship between the Parties (or members of their respective Groups).

Names and Marks. (i) Except as provided in, contemplated by or required in connection with the provision of services pursuant to any Ancillary Agreement or as provided in this Section 2.14(d), as of the Effective Time (A) Navient shall not have any right to use or display the SLM BankCo Names or the SLM BankCo Marks in any form and (B) SLM BankCo shall not have the right to use or display the Navient Names or the Navient Marks in any form; provided, however, that (x) to the extent such SLM BankCo Names and SLM BankCo Marks were used or displayed by any member of the Navient Group prior to the Effective Time, the members of the Navient Group shall, as soon as reasonably practicable, but in any event within one year after the Effective Time, at their expense, cease all use or display of all SLM BankCo Names and SLM BankCo Marks and shall remove any and all references to the SLM BankCo Names and SLM BankCo Marks on Assets owned or held by them (including on business cards, stationary, commercial signs and similar identifiers) that refer or pertain specifically to the SLM BankCo Names and SLM BankCo Marks, and (y) that Navient shall have the right to continue to use the SLM BankCo Names and SLM BankCo Marks in perpetuity (i) to the extent they are incorporated into historical memorabilia, awards, customer benefit programs, and the like prior to the Effective Time and Time, (ii) in new material that refers to the SLM BankCo Names and SLM BankCo Marks in the context of the loans made to any customer that carry such trademarked/service-marked benefit or namename and (iii) in such other instances as may be acceptable to SLM BankCo. In addition, each party shall have the right to use the others’ respective Names and Marks in perpetuity to the extent they are incorporated into (i) materials that speak generally to the history of the respective companies or (ii) the source code or system code of Software used by Effective Time Xxxxxx Mae and where such Names and Marks are not visible to customers or other third-party users of such Software. Each Party hereby grants to the other Party’s Group, for a period starting at the Effective Time and ending on the 180th day following the Operational Servicing Date, a worldwide, non-exclusive, non-transferable, royalty-free license to use the SLM Name and SLM BankCo Marks or Navient Name and Navient Marks, as applicable, as and to the extent used by the licensee’s respective business as of the Effective Time. Each Party shall use the names and marks of the other Party as allowed hereunder only in connection with goods or services that are of a level of quality at least equal to the quality of comparable goods or services marketed by that Party (or members of its respective Group) before the Effective Time. (ii) Notwithstanding the foregoing, nothing contained in this Agreement will prevent any Party (or any member of its respective Group) from using the other’s names or marks in documents intended to be filed filings with Governmental Authorities or real property registration officesAuthorities, systems or databases (including MERS), in materials intended for distribution to such Party’s stockholders or in any other communication (including correspondence) in any medium that describes the current or former relationship between the Parties (or members of their respective Groups).

Names and Marks. (i) Except as provided in, contemplated by or required in connection with the provision of services pursuant to any Ancillary Agreement or as provided in this Section 2.14(d), as of the Effective Time (A) Navient NewCo shall not have any right to use or display the SLM BankCo Names or the SLM BankCo Marks in any form and (B) SLM BankCo shall not have the right to use or display the Navient NewCo Names or the Navient NewCo Marks in any form; provided, however, that (x) to the extent such SLM BankCo Names and SLM BankCo Marks were used or displayed by any member of the Navient NewCo Group prior to the Effective Time, the members of the Navient NewCo Group shall, as soon as reasonably practicable, but in any event within one year after the Effective Time, at their expense, cease all use or display of all SLM BankCo Names and SLM BankCo Marks and shall remove any and all references to the SLM BankCo Names and SLM BankCo Marks on Assets owned or held by them (including on business cards, stationary, commercial signs and similar identifiers) that refer or pertain specifically to the SLM BankCo Names and SLM BankCo Marks, and (y) to the extent such NewCo Names and NewCo Marks were used or displayed by any member of the SLM BankCo Group prior to the Effective Time, the members of the SLM BankCo Group shall, as soon as reasonably practicable, but in any event within one year after the Effective Time, at their expense, cease all use or display of all NewCo Names and NewCo Marks and shall remove any and all references to the NewCo Names and NewCo Marks on Assets owned or held by them (including on business cards, stationary, commercial signs and similar identifiers) that Navient refer or pertain specifically to the NewCo Names and NewCo Marks and (z) that NewCo shall have the right to continue to use the SLM BankCo Names and SLM BankCo Marks in perpetuity (i) to the extent they are incorporated into historical memorabilia, awards, customer benefit programs, and the like prior to the Effective Time and Time, (ii) in new material that refers to the SLM BankCo Names and SLM BankCo Marks in the context of the loans made to any customer that carry such trademarked/service-marked benefit or namename and (iii) as set forth on Schedule 2.14(d). In addition, each party shall have the right to use the others’ respective Names and Marks in perpetuity to the extent they are incorporated into (i) materials that speak generally to the history of the respective companies or (ii) the source code or system code of Software used by Effective Time Xxxxxx Mae and where such Names and Marks are not visible to customers or other third-party users of such Softwarecompanies. Each Party hereby grants to the other Party’s Group, for a period starting at of up to one year following the Effective Time and ending on the 180th day following the Operational Servicing DateTime, a worldwide, non-exclusive, non-transferable, royalty-free license to use the SLM Name and SLM BankCo Marks or Navient NewCo Name and Navient NewCo Marks, as applicable, as and to on the extent Assets used by in the licensee’s respective business businesses as of the Effective Time. Each Party shall use the names and marks of the other Party as allowed hereunder only in connection with goods or services that are of a level of quality at least equal to the quality of comparable goods or services marketed by that Party (or members of its respective Group) before the Effective Time. (ii) Notwithstanding the foregoing, nothing contained in this Agreement will prevent any Party (or any member of its respective Group) from using the other’s names or marks in documents intended to be filed filings with Governmental Authorities or real property registration officesAuthorities, systems or databases (including MERS), in materials intended for distribution to such Party’s stockholders or in any other communication (including correspondence) in any medium that describes the current or former relationship between the Parties (or members of their respective Groups).