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. (a) Purchaser will, and will cause its affiliates and the Business, promptly, and in any event within 180 days after the Closing, to revise signage, stationery, 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 Excluded Marks and otherwise discontinue use of the Excluded Marks except as otherwise permitted by this Section 11.02; provided, however, that that the foregoing shall not restrict Purchaser, any of its affiliates, or the Business from (a) for a period of 180 days after the Closing, continuing to distribute product literature relating to the Business that uses any of the Excluded Marks to the extent such product literature exists as of Closing and (b) continuing to use and distribute Transferred Inventory and Inventory produced by Seller or co-packed under Seller’s direction pursuant to the Transition Services Agreement in each case bearing marks as of the last day of the final Transition Period (as defined under the Transition Services Agreement) for up to one year following the end of the final Transition Period, notwithstanding that such Inventory bears one or more of the Excluded Marks. In no event will Purchaser, any of its affiliates or the Business use any of the Excluded Marks after the Closing in any manner or for any purpose different from the use of such Excluded Marks by Seller and the Seller Parties during the 90-day period preceding the Closing.
(b) Following the Closing, Seller shall cause Gigante Verde S. de X.X. de C.V. and each other affiliate of the Seller whose corporate, limited liability company, doing business as or other name includes the words “Green Giant” (in any language), or any variant thereof, to change its corporate name, limited liability company, doing business as or other name, as the case may be, effective as promptly as practicable following the Closing Date to a name that does not include “Green Giant” (in any language), or any variant thereof, except in each case as permitted by the Intellectual Property License. For the avoidance of doubt, the parties acknowledge that Green Giant International, LLC, a Delaware limited liability company and affiliate of the Seller, utilizes the “Green Giant” name in connection with activities permitted under the Intellectual Property License and, subject to compliance with the Intellectual Property License, may continue to do so notwithstanding th...
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. Purchaser shall cause the Acquired Company and each subsidiary of the Acquired Company promptly, and in any event (a) within 90 days after the Closing, to revise print advertising and product labeling to delete all references to the Names (as defined below), except to the extent such use is permitted under the License Agreement dated as of April 29, 2002, between the Acquired Company, on the one hand, and Widia GmbH, Widia Nederland B.V., Milacron Iberica S.L., Milacron U.K. Ltd., Milacron France SAS and Widia Italia S.r.l., on the other hand (the "License Agreement") and (b) within 60 days after the Closing, to change Internet domain names and websites, signage and stationery to the extent necessary to discontinue use of the Names for all corporate identification purposes. Purchaser agrees that it will not order any new print advertising, product labeling, signage or stationery, or create any new information or other materials, which uses the Names after the Closing, except with respect to the use of the Names permitted under the License Agreement. Except as otherwise provided in the License Agreement, in no event shall Purchaser, the Acquired Company or their respective subsidiaries use any Names after the Closing in any manner or for any purpose different from the use of such Names by the Acquired Company and its subsidiaries, as the case may be, during the 90-day period preceding the Closing. Within 30 days after the Closing, Purchaser shall cause the Acquired Company and each subsidiary of the Acquired Company 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 Acquired Company and its subsidiaries to use the Names for corporate identification purposes. Immediately prior to the Closing, Seller shall cause the names of the Acquired Company and each subsidiary of the Acquired Company (in each case, to the extent they make use of the Names) to be changed to names (that do not include the Names) selected by Purchaser. "Names" means "Milacron", "Widia", "Werko", "Cimcool", "Milpro", "Widacool" or any name, logo or trademark that includes "Milacron", "Widia", "Werko", "Cimcool", "Milpro" or "Widacool", any variations and derivatives thereof and any other logos or trademarks of Seller or its affiliates not included in Schedule 2.09.
No Use of Certain Names. Buyer shall cause the Company and the Company Subsidiaries promptly, and in any event (a) within ninety (90) days after Closing, to revise product and service literature and labeling to delete all references to the Names and (b) within ninety (90) days after Closing, to change signing and stationery and otherwise discontinue use of the Names; provided, however, that for a period of ninety (90) days from the Closing Date the Company and the Company Subsidiaries may continue to distribute product and service literature that uses any Names and distribute products and services with labeling that uses any Names to the extent that such product and service literature and labeling exists on the Closing Date. 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 sixty (60) day period preceding the date hereof. “Names” means “US Ecology” and “EQ”, any variations and derivatives thereof and any other logos or trademarks of Seller or its Affiliates (other than the Company and the Company Subsidiaries) not included in Section 4.12 of the Seller Disclosure Schedule.
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. (a) Purchaser shall promptly, and in any event within six (6) months after the Closing, complete the revision of all product literature relating to the Products (i) to delete all references to the Names and (ii) to delete
No Use of Certain Names. Except as provided in the Transition and Distribution Services Agreement and the Distribution Agreement, Buyer shall cause the Company and the Subsidiary promptly, and in any event (a) within 180 calendar days after Closing, to revise product literature and labeling to delete all references to the Names and (b) within 90 calendar days after Closing, to change signing and stationery and otherwise discontinue use of the Names; provided, however, that for a period of 365 calendar days from the Closing Date each party 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 provided, further, until no later than the second anniversary of the Closing Date, outside the United States each party may continue to distribute product literature that uses any Names and distribute products with labeling that uses any Names (in each case, consistent with past practices) to the extent that, in spite of the reasonable efforts of such party to obtain registration that permits such party to distribute products that do not use such Names, such party has not obtained such registration and such continued distribution does not violate any Applicable Law.
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.
