No Use of Certain Names. Buyer shall cause the Company and the Company Subsidiaries promptly, and in any event within ninety (90) days after Closing, to revise product and service literature and labeling to delete all references to the Names and to change signing and stationery and otherwise discontinue use of the Names; provided, however, the Company and the Company Subsidiaries shall not be required to revise any Names incorporated into any products for a period of ninety (90) days after the Closing; provided, further, that the Company and the Company Subsidiaries may continue to sell products that uses any Names (“Named Products”) to the extent that (x) such Named Product exists on the Closing Date or are produced within the ninety (90) day period following the Closing or (y) for products which require re-certification by a customer, until such time (but not beyond one (1) year) as Buyer shall have received (after requesting) an acceptance from such customer for the change of the Name on the product, provided that Buyer shall sell all such Named Products prior to the distribution of any similar product of Buyer that does not use the Names. In no event shall Buyer or the Company or any of the Company Subsidiaries use any Names after the Closing in any manner or for any purpose different from the use of such Names by the Company and the Company Subsidiaries during the thirty (30)-day period preceding the Closing. “Names” means “Microsemi”, any variations and derivatives thereof and any other logos or trademarks of Seller or its Affiliates not included in Section 4.11 of the Seller Disclosure Schedule.
No Use of Certain Names. (a) Purchaser shall promptly, and in any event within nine (9) months after Closing, complete the revision of all product literature relating to the Product (i) to delete all references to the Names and (ii) to delete all references to Seller's or its Affiliates' customer service address or phone number; provided, however, that for a period of nine (9) months from the Closing Date, and subject to any applicable terms of the Supply Agreement, Purchaser may continue to distribute product literature that uses any Names, addresses or phone numbers to the extent that such literature exists on the Closing Date, and Seller hereby grants to Purchaser rights under any copyrights and other intellectual property owned by Seller (and covenants to cause each of its Affiliates to grant Purchaser rights under any copyrights and other intellectual property owned by such Affiliate) to the extent necessary to allow Purchaser to so use such product literature during such period; provided, that, Purchaser shall be solely responsible for ensuring that the content, use and distribution of such product literature complies and is conducted in accordance with applicable law.
(b) Seller hereby grants a non-exclusive right and license to Purchaser under the Names to the extent necessary to allow Purchaser and its Affiliates and their designees to market,
No Use of Certain Names. The Purchaser shall cause the Companies and their Subsidiaries promptly, and in any event within 90 days after the Closing Date, to (a) revise print advertising and product labeling to delete all references to the Names, (b) change signage and stationery to delete all reference to the Names, and (c) otherwise discontinue use of the Names; provided, however, that for a period of 150 days after the Closing Date, the Companies and their Subsidiaries may continue to distribute product literature that uses any Names and distribute products with labeling that uses any Names to the extent that such product literature and labeling exists or is in the process of creation on the Closing Date and the Purchaser has marked, or have caused the Companies and their Subsidiaries to xxxx, such product literature and such labeling to obliterate the Names. In no event shall the Companies and their Subsidiaries use any Names after the Closing in any manner or for any purpose different from the use of such Names by the Companies and their Subsidiaries, as the case may be, during the 90-day period preceding the Closing Date. With respect to inventory manufactured by the Companies and their Subsidiaries prior to the Closing, the Companies and their Subsidiaries may continue to sell such inventory, notwithstanding that it bears one or more of the Names, for a reasonable time after the Closing Date, which shall in no event exceed 150 days. As promptly as practicable, but in no event later than 150 days after the Closing Date, the Purchaser shall cause the Companies and their Subsidiaries to file applications to amend or terminate any certificate of assumed name, d/b/a, or foreign filings so as to eliminate the right of the Companies and their Subsidiaries to use the Names. Immediately prior to the Closing, the Sellers shall cause the names of the Companies and their Subsidiaries (in each case, to the extent they make use of the Names) to be changed to names (that do not include the Names or are confusingly similar to the Names or any portion thereof) selected by the Purchaser.
No Use of Certain Names. Buyer shall cause J&L (a) within 45 days after the Closing Date, to revise print advertising and product labeling to delete all references to the Names; and (b) within 30 days after the Closing Date, to change signage and stationery and otherwise discontinue use of the Names; provided, however, that for a period of 90 days after the Closing Date J&L may continue to distribute product literature that uses any Names and distribute products with labeling that uses any Names to the extent that such product literature and labeling exists on the Closing Date and Buyer has marked, or has caused J&L to mxxx, such product literature and such labeling to obliterate the Names, or has otherwise provided notice, or has caused J&L to otherwise provide notice, that J&L has been sold to Buyer and is independent of Seller. In no event shall Buyer, J&L or their respective subsidiaries or affiliates use any Names after the Closing in any manner or for any purpose different from the use of such Names by J&L during the 90-day period preceding the Closing Date. Within 10 days after the Closing, Buyer shall cause J&L to file applications to amend or terminate any certificate of assumed name or d/b/a filings so as to eliminate the right of J&L to use the Names.
No Use of Certain Names. Buyer shall within 90 days after the Closing change the Publications and subscription information, signage and stationery to discontinue use of the Names, as well as in all other information or other materials of Buyer or any of its Affiliates, including any Internet or other electronic communications vehicles (during which time Buyer and its Affiliates shall have the right to use the Names consistent with then present usage); provided, however, that the foregoing shall not require any changes with respect to any Publications printed or submitted for printing prior to the end of such 90-day period. In no event shall Buyer or any of its Affiliates use any Names after the Closing in any manner or for any purpose different from the use of such Names by Seller during the 90-day period preceding the Closing.
No Use of Certain Names. At least five (5) Business Days prior to the Closing, Buyer shall prepare in good faith and deliver to Seller all certificates, documents or instruments necessary to cause (i) the name of the Company and Q-Med Ireland to be changed to names selected by Buyer that does not include any Name and (ii) the Company and Q-Med Ireland to file applications to amend or terminate any certificate of assumed name or d/b/a or foreign filings so as to eliminate the right of the Company or Q-Med Ireland to use the Names. Seller shall cause all such certificates, document or instruments to be filed prior to the Closing. “Names” means “Q-Med”, “Q-Med AB”, “Q-Med Scandinavia Inc.”, “Solesta”, “Deflux” or any other name of any product of Seller or any name, logo or trademark that includes the aforementioned names, any variations and derivatives thereof. It is hereby understood and agreed that it is contemplated that the Company shall continue to have the rights to use certain of the Names in connection with the sale and marketing of certain products of Seller, as such rights are contemplated to be more fully set forth in the other Transaction Documents and/or other separate agreements between Buyer and Seller. Buyer shall execute and deliver such documents and other instruments and take such further actions as may reasonably be requested by Seller to transfer any Names to Seller or any of its Affiliates.
No Use of Certain Names. Except as expressly provided for in the TLA, the Buyer must, and must procure that the Buyer Group Members, immediately discontinue use of and delete all references to the Names. Except as expressly provided for in the TLA, the Buyer acknowledges and agrees that there are no agreements, rights or licenses (whether express or implied) to use any of the Names. In no event shall the Buyer Group Members use any of the Names in any manner or for any purpose different from the use of the Names by the Group Companies as expressly provided for in the TLA. Buyer shall cause all references to the Names to be removed from any remuneration, bonus, incentive or other employee benefit arrangement maintained by any Group Company, and in no event shall any Seller Group Member have any liability with respect to any of such compensatory arrangement following the Completion.
No Use of Certain Names. Purchaser shall, and shall cause the Business, promptly, and in any event (a) within 180 days after the Closing, to revise print advertising, product labeling and all other information or other materials, including any internet or other electronic communications vehicles, to delete all references to the Names and (b) within 90 days after the Closing, to change signage and stationery and otherwise discontinue use of the Names; provided, however, that for a period of 180 days after the Closing Date the Business may continue to distribute product literature that uses any Names and distribute products with labeling that uses any Names to the extent that such product literature and labeling exists on the Closing Date. In no event shall Purchaser or the Business use any Names after the Closing in any manner or for any purpose different from the use of such Names by Seller Parties during the 90-day period preceding the Closing. Notwithstanding the foregoing, with respect to the Seller Parties Transferred Inventory, Purchaser may continue to sell such Seller Parties Transferred Inventory, notwithstanding that it bears one or more of the Names, for a reasonable time after the Closing (not to exceed 360 days). “Names” means “Clarient” and “CLRT” any variations and derivatives thereof and any other logos or trademarks of Seller or its affiliates not included in Schedule 3.07.
No Use of Certain Names. Subject to the terms of the Transaction Documents, Buyer shall, and shall cause the Buyer Subsidiaries and the Clairol Entities to, promptly and in any event (a) within 60 days after Closing, to change the names of the International Clairol Subsidiaries to discontinue any references to the BMS Names, (b) within 90 days after Closing, to revise product literature and labeling to delete all references to the BMS Names and (c) within 45 days after Closing, to change signing and stationery and otherwise discontinue use of the BMS Names; PROVIDED, HOWEVER, that, for a period of 180 days from the Closing Date, Buyer, the Buyer Subsidiaries and the Clairol Entities may continue to distribute product literature that uses any BMS Names and distribute products with labeling that uses any BMS Names to the extent that 48
No Use of Certain Names. After the Purchase Closing, Purchaser shall promptly, and in any event by six (6) months after the later of (i) Purchase Closing Date, and (ii) to the extent a period of time greater than six (6) months is required to obtain any required approvals of applicable Governmental or Regulatory Authorities in any jurisdiction for such changes, receipt of all such required approvals, (a) revise any and all Product literature and labeling to delete all references to the BMS Names, and (b) delete all references to BMS’ or any Selling Affiliate’s customer service addresses or telephone numbers on Product literature and labeling; provided, that Purchaser may continue to sell in the Ordinary Course of Business any finished Products included in the Transferred Inventory as of the Purchase Closing Date, and any Product that is part of an open order placed by Purchaser prior to the Purchase Closing Date pursuant to the Supply Agreement for delivery after the Purchase Closing Date, containing the BMS Names until the later of (x) one (1) year after the Purchase Closing Date, and (y) the receipt of the last of all such required approvals. In no event shall Purchaser use any BMS Names, addresses or telephone numbers after the Purchase Closing in any manner or for any purpose different from the use of such BMS Names, addresses or telephone numbers by BMS, any Selling Affiliate or Purchaser with respect to the Products in the Territory, the Acquired Assets or the conduct of the Business during the ninety (90)-day period preceding the Purchase Closing.
