Common use of No Use of Certain Names Clause in Contracts

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 this Section 11.02(b).

No Use of Certain Names. (a) The Purchaser will, shall cause the Companies and will cause its affiliates and the Business, their Subsidiaries promptly, and in any event within 180 90 days after the ClosingClosing Date, to (a) revise signage, stationery, print advertising, advertising and 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 Names, (b) change signage and stationery to delete all reference to the Names, and (c) otherwise discontinue use of the Excluded Marks except as otherwise permitted by this Section 11.02Names; provided, however, that that the foregoing shall not restrict Purchaser, any of its affiliates, or the Business from (a) for a period of 180 150 days after the ClosingClosing Date, continuing the Companies and their Subsidiaries may continue to distribute product literature relating to the Business that uses any of the Excluded Marks Names and distribute products with labeling that uses any Names to the extent that such product literature and labeling exists as or is in the process of creation on the Closing Date and (b) continuing the Purchaser has marked, or have caused the Companies and their Subsidiaries to use xxxx, such product literature and distribute Transferred Inventory and Inventory produced by Seller or co-packed under Seller’s direction pursuant such labeling to obliterate 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 MarksNames. In no event will Purchaser, any of its affiliates or shall the Business Companies and their Subsidiaries use any of the Excluded Marks Names after the Closing in any manner or for any purpose different from the use of such Excluded Marks Names by Seller the Companies and their Subsidiaries, as the Seller Parties case may be, during the 90-day period preceding the Closing. (b) Following Closing Date. With respect to inventory manufactured by the Companies and their Subsidiaries prior to the Closing, Seller shall cause Gigante Verde S. de X.X. de C.V. the Companies 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, 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 so notwithstanding this Section 11.02(b)not include the Names or are confusingly similar to the Names or any portion thereof) selected by the Purchaser.