Names Following Closing Sample Clauses

Names Following Closing. (a) Buyer acknowledges that all rights to the name “Veolia,” “Onyx,” and all other Recognition Marks listed in Schedule 6.13, as well as other Intellectual Property related thereto, shall remain with the Seller Group, and will not be transferred to Buyer pursuant to this Agreement. (b) As soon as practicable and no later than the deadlines set forth in this Section 6.13(b), Buyer shall: (i) on the Closing Date change the name of the Company to exclude the word “Veolia”; (ii) within seven (7) Business Days after the Closing Date change the names of all relevant members of the Company Group to exclude the word “Veolia”; (iii) take such action as may be necessary in order for the registration of all domain names that are currently held by any member of the Company Group and that contain the word “Veolia” to be transferred to Seller or Persons nominated by Seller within one (1) month after the Closing Date; (iv) within three (3) months after the Closing Date remove all Recognition Marks from any website, domain name, headed paper, invoice, fax, publicity material and other written documents of the Company Group and destroy any stocks of such documents in existence at that date; (v) use reasonable best efforts within six (6) months after the Closing Date to, and in any event no later than nine (9) months after the Closing Date (the “Section 6.13(b)(v) Period”) shall, remove all Recognition Marks and the word “Veolia” from any asset of the Company Group (other than (I) residential containers and (II) vehicles that are classified as spares in the Data Room), and change any workwear used by personnel of the Company Group to exclude the word “Veolia” and any Recognition Xxxx; (vi) otherwise take any commercially reasonable steps required to ensure that any links between the business sold and the remaining companies within the Seller Group are removed, and to ensure that the Company Group does not after the Closing Date use any corporate or trade names which are similar to or which may reasonably be confused with the name “Veolia”, or use any logo or other xxxx which is similar to or which may reasonably be confused with any of the Recognition Marks; and (vii) to the extent requested by Parent or Seller, within 10 days of such request, transfer to Seller or any company nominated by Seller, any rights to the name “Veolia” or any of the Recognition Marks or other relevant Intellectual Property that for whatever reason has remained with any member of the Company Group ...

Names Following Closing. (a) The Contributors agree that they have or may have a proprietary interest in the names “PXXXXXXX XXXXXX” and “PECO” (the “Trade Names and Trademarks”). The Contributors, do hereby, on behalf of themselves and their Affiliates and Subsidiaries, whether now in existence or after the Closing Date hereby sell, assign, convey and transfer to PEGC I OP, and PEGC I OP hereby accepts, all right, title and interest in and to the Trade Names and Trademarks, together with the goodwill of the business thereto, including all rights of any kind whatsoever accruing under the applicable laws of any jurisdiction, including by international treaty or convention, and otherwise throughout the world; such assignment to include rights to royalties, fees, income, payments, and other proceeds now or hereafter acquired, due or payable, and any and all claims and causes of action together with damages, restitution, and injunctive relief and other legal and equitable relief with respect to the foregoing, whether having accrued before, on, or after the Closing Date, the same to be held and enjoyed by PEGC I OP for its own use and benefit, and for the use and benefit of its successors and assigns, to the extent Contributors have any proprietary right, title and interest in and to the Trade Names and Trademarks. Unless expressly permitted by PEGC I OP or its Affiliates in a separate written agreement, PEGC I OP or its Affiliates shall have the sole and exclusive right as between PEGC I OP and its Affiliates on one hand, and Contributors and their Affiliates on the other hand, to register the Trade Names and Trademarks, with the U.S. Patent and Trademark Office, or any equivalent government agency, worldwide, in connection with the business of the Contributed Companies and their Subsidiaries, or any other businesses PEGC I, OP shall enter. The Contributors and their Affiliates, whether acting alone or with or through other Persons, will not object to, sxx, challenge, or otherwise oppose the use of such names by PEGC I OP or its Affiliates. (b) Immediately before the Closing, the Contributors shall, as necessary, cause their names and the names of their Affiliates to be changed to names that do not include the words “PXXXXXXX XXXXXX” or “PECO”, except, that: (i) PEGC I OP hereby grants to PELP a license to use the trade name and trademark “PXXXXXXX XXXXXX” in the form of “PXXXXXXX XXXXXX LIMITED PARTNERSHIP” for a period equal to the earlier of (x) 15 years from the Closing Date, or (...

Names Following Closing. (a) Neither Purchaser nor any of its Affiliates shall use, or have the right to use, the “United Technologies,” “United Technologies Corporation,” “UTC,” “UTX,” “UTC Aerospace Systems,” “Xxxxxxxx,” or “Xxxxxxxx Sundstrand,” names or any variations or derivatives thereof or any trademarks or logos of Seller or any of its Affiliates (the “Names”), or any name that, in the reasonable judgment of Seller, is similar to the Names, except as provided in Section 5.8(b). (b) The Business may continue to use the Names following the Closing so long as Purchaser uses and causes its Affiliates to use commercially reasonable efforts to minimize use of the Names by the Business from and after the Closing, and as soon as practicable after the Closing Date (and in any event within thirty (30) days thereafter). Purchaser shall and shall cause each of its Affiliates (including the Business) to (i) cease and discontinue use of all Names and (ii) complete the removal of the Names from all Products, signage, vehicles, properties, technical information and promotional or other marketing materials and other assets. Notwithstanding the foregoing provisions of this Section 5.8, Purchaser may (i) use the Names for up to ninety (90) days following the Closing in connection with (A) the use of Names on or in Products in inventory and work-in-process manufactured or assembled prior to the Closing Date; (B) in connection with the provision of services by Seller pursuant to the Transition Services Agreement; and (C) existing supplier specifications, name plates on fixtures, tooling and equipment, internal signage or other similar internal items, as applicable; and (ii) use the Names for up to six (6) months following the Closing in connection with technical drawings not made available outside the Business.

Names Following Closing. Within 90 days following the Closing, Purchaser shall (i) change the legal names of the Companies so as not to include the Names, and Purchaser and its affiliates shall not thereafter use the Names except as provided in this Section 5.09, and (ii) amend the organizational documents of the Companies as necessary to reflect the name changes required by clause (i). “Names” means “OM Group” and “OMG” and any names that are derivatives thereof or confusingly similar thereto, and any trademarks or logos owned by the Sellers or any of their affiliates, or that the Sellers or any of their affiliates have rights to use and that are set forth on Section 5.09 of the Seller Disclosure Letter, in each case, as of immediately after the Closing.

Names Following Closing. After the Separation Date, AWW shall not, and shall cause its Subsidiaries not to, use the names “Thames Water North America, Inc.”, “OMI/Thames Water Stockton, Inc.”, “Thames Water Holdings LLC” or any name that contains the words “Thames Water” or “RWE” or that, in the reasonable judgment of RWE, is otherwise similar to any such names (collectively, the “RWE Names”). Within 10 business days of the Separation Date, AWW shall, and shall cause its Subsidiaries to, amend or terminate any certificate of incorporation or similar organizational document and any certificate of assumed name or d/b/a filing to the extent required to eliminate all rights of each Person in the AWW Group to use any of the RWE Names. Within 180 business days of the Separation Date, AWW shall, and shall cause its Subsidiaries to, destroy or delete, from all sales literature, sponsorship signs, stationery, invoices, purchase order forms, business cards and similar paper goods and supplies and all internet sites, information technology applications, buildings, signage, vehicles and apparel used by or belonging to any Person in the AWW Group, all RWE Names (including, for the avoidance of doubt, any hyperlinks from internet sites of any Person in the AWW Group to internet sites of any Person in the RWE Group) and any logo, logotype, logograph, color, font, design, image, graphic configuration, template, or similar device in which any Person in the RWE Group has an interest or which reasonably could be associated with any Person in the RWE Group (including, for the avoidance of doubt, the RWE “hand” image and the RWE “squares” image); provided, however, that such destruction or deletion shall not be required (a) in the case of vehicles, signage and information technology applications, until December 31, 2008, (b) in the case of apparel, until the second anniversary of the Separation Date and (c) in the case of water tanks, until such water tanks are repainted in the ordinary course of business.

Names Following Closing. (a) Immediately following the Closing, the Sellers shall each amend or terminate any Governing Documents and amend or terminate any certificate of assumed name or d/b/a filings so as to eliminate the names or any name that, in the judgment of the Buyer, is similar to or includes any of the following names Farmers Grain of Trenton and Farmers Grain Crop Insurance , and none of the Seller or any of its Affiliates shall thereafter use those names or names confusingly similar thereto; provided, however, the Seller may reference such names in communications to their members, owners, shareholders or other third parties relating to or referencing the transactions contemplated by this Agreement. (b) As soon as reasonably practicable (and in any event within two months) after the Closing Date, the Sellers shall cease to use any written or electronic materials, including without limitation, letterhead, advertising materials, forms, and Internet and e-mail addresses which include the words “Farmers Grain of Trenton or Farmers Grain Crop Insurance”.

Names Following Closing. Except as expressly included in the Transferred Intellectual Property or to the extent expressly set forth in the Value Added Reseller Agreement or the Intellectual Property License Agreement, on and after the Closing, none of Buyer or any of its Affiliates shall use or display any Trademark owned by Seller, including the Trademarks set forth on Section 5.16 of the Seller Disclosure Letter, or any Trademark confusingly similar to any of the foregoing, or any variations, derivations, or equivalents of any of the foregoing (the “Retained Names”); provided, however, that Buyer may use “(formerly known as “Unisys Federal”)” for a period of three (3) months after the Closing.

Names Following Closing. Following the Closing, except as set forth in this Section 5.11, none of the Partnership, the Owners or their Affiliates shall have the right to use the Orange-Co Name and Orange-Co Marks or any name or xxxx that is confusingly similar or embodying the Orange-Co Name and Orange-Co Marks. Notwithstanding the foregoing, from the Closing until expiration of the applicable time period provided herein, the Partnership, the Owners and their Affiliates shall have the right to use the Orange-Co Name and Orange-Co Marks solely in connection with (a) name of the Partnership and any of its subsidiaries that, as of the Closing, bears or incorporates the Orange-Co Name and Orange-Co Marks, (b) building and other signage and (c) otherwise transitioning to new names and marks, in each case for a period of ninety (90) days following the Closing Date; provided, that such time period shall be automatically extended to the extent required in connection with obtaining any necessary Governmental Approvals or obtaining any necessary Approvals of any landlord or other third party with respect thereto. This Section 5.11 is not intended to and shall not preclude or limit any use of names and marks by the Partnership, the Owners and their Affiliates that are required by applicable Law, not in commerce or are references in archival, internal or other non-public systems, software or materials or historical, Tax or similar records, to the extent that such use would not otherwise constitute a violation of Purchaser’s and its Affiliates’ rights in the Orange-Co Name and Orange-Co Marks under applicable Law.

Names Following Closing. (a) Buyer acknowledges and agrees that the Potlatch Name is and shall remain the property of Seller or its Affiliates and that nothing in this Agreement shall transfer or shall operate as an agreement to transfer any right, title or interest in the Potlatch Name to Buyer. Subject to Section 5.12(b) below, Seller is not granting Buyer a license to use the Potlatch Name after the Closing. (b) As soon as reasonably practicable (and in any event within two months) after the Closing Date, Buyer shall cease to use any written materials that are publicly distributed as of the Closing Date, including without limitation, labels, packing materials, letterhead, advertising materials and forms, which include the word "Potlatch"; provided, however, that Buyer may, without modification, use inventory, product literature and sales literature (but not including any product warranty, letterhead, business cards, invoices or the like) in existence as of the Closing Date until the earlier of the exhaustion of such materials or the date that is six months from the Closing Date. (c) Immediately following the Closing, Seller shall cease all use of the names, trade names and trademarks set forth on Schedule 5.12(c) or any name that is confusingly similar to or includes any such names, and none of Seller or any of its Affiliates shall thereafter use those names, or combinations or variations thereof, or names confusingly similar thereto.

Names Following Closing. (a) Immediately following the ----------------------- Closing, Seller shall amend or terminate any certificate of assumed name or d/b/a filings so as to eliminate its right to use the names set forth on Schedule 5.18(a) or any name that is confusingly similar to or includes any such names, and none of Seller or any of its affiliates shall thereafter use those names or other names acquired by Purchaser hereunder or names confusingly similar thereto. (b) As soon as reasonably practicable (and in any event within two months) after the Closing Date, Purchaser shall cease to use any written materials, including without limitation, labels, packing materials, letterhead, advertising materials and forms, which include the word "Potlatch"; provided, -------- however, that Purchaser may, ------- without modification, use inventory, product literature and sales literature (but not including letterhead, business cards, invoices or the like) in existence as of the Closing Date until the earlier of the exhaustion of such materials or a date six months from the Closing Date. (c) Immediately following the Closing, Seller shall cease all use of the names, trade names and trademarks set forth on Schedule 5.18(c) or any name that is confusingly similar to or includes any such names, and none of Seller or any of its affiliates shall thereafter use those names, or combinations or variations thereof, or names confusingly similar thereto.