No Use of Certain Retained Names. Issuer and Parent shall, and shall cause its Affiliates (including, after the Closing, the Purchased Entity) to, promptly, and in any event within sixty days after the Closing Date, (a) make all necessary filings and take all other necessary actions to discontinue any references to the Retained Names, (b) 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 Retained Names and (c) change signage and stationery and otherwise discontinue use of the Retained Names, except with respect to any Inventory that is a Transferred Asset; provided that the foregoing period shall be six months (or a longer period, if agreed by the parties) with respect to the manufacture and sale of cup lids bearing the Retained Names, recognizing that it may take a longer period of time to remake molds for the manufacture of cup lids so as to remove the Retained Names. In no event shall Parent, Issuer or GPI or any of their Subsidiaries (including, after the Closing, the Purchased Entity) use any Retained Names more than sixty days after the Closing in any manner or after the Closing for any purpose different from the use of such Retained Names by Transferor and its Subsidiaries during the ninety-day period preceding the Closing Date. With respect to any Inventory that is a Transferred Asset, Parent, Issuer or GPI or their Subsidiaries may continue to sell such inventory, notwithstanding that it or its labeling or packaging bears one or more of the Retained Names, for a period of time after the Closing not to exceed six months. None of the foregoing provisions of this Section 5.19 shall be construed to obligate Parent, Issuer or GPI or any of their Subsidiaries (including, after the Closing, the Purchased Entity) to require any wholesaler, distributor, retailer or other merchant or customer of the Transferred Business to conduct itself in accordance therewith. After the Closing Date, Parent, Issuer, GPI and their Subsidiaries (including, after the Closing, the Purchased Entity) shall file applications to amend or terminate any certificate of assumed name or d/b/a filings, within thirty days after Parent, Issuer or GPI or any of their Subsidiaries (including, after the Closing, the Purchased Entity) shall have become aware of such assumed name or d/b/a filing so as to eliminate the right of Parent, Issuer or GPI and their Subsidiaries (including, after the Closing, the Purchased Entity) to use the Retained Names in such assumed name or d/b/a filing.
Appears in 2 contracts
Samples: Transaction Agreement (International Paper Co /New/), Transaction Agreement (Graphic Packaging Holding Co)
No Use of Certain Retained Names. Issuer and Parent Purchaser shall, and shall cause its Affiliates affiliates (including, after the Closing, the Purchased Transferred Entity) to, promptly, and in any event within sixty 60 days after the Closing Date, (a) make all necessary filings and take all other necessary actions to discontinue any references to the Retained Names, (b) 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 Retained Names and (c) change signage and stationery and otherwise discontinue use of the Retained Names, except with respect to any Inventory that is a the Transferred Asset; provided that the foregoing period shall be six months (or a longer period, if agreed by the parties) with respect to the manufacture and sale of cup lids bearing the Retained Names, recognizing that it may take a longer period of time to remake molds for the manufacture of cup lids so as to remove the Retained NamesInventory. In no event shall Parent, Issuer or GPI Purchaser or any of their Subsidiaries its affiliates (including, after the Closing, the Purchased Transferred Entity) use any Retained Names more than sixty 60 days after the Closing in any manner or after the Closing for any purpose different from the use of such Retained Names by Transferor and its Subsidiaries any member of the Seller Group during the ninety90-day period preceding the Closing Date. With respect to any Inventory that is a the Transferred AssetInventory, Parent, Issuer or GPI or their Subsidiaries Purchaser may continue to sell such inventory, notwithstanding that it or its labeling or packaging bears one or more of the Retained Names, for a period of time after the Closing not to exceed six months. None of the foregoing provisions of this Section 5.19 6.01 shall be construed to obligate Parent, Issuer or GPI Purchaser or any of their Subsidiaries its affiliates (including, after the Closing, the Purchased Transferred Entity) to require any wholesaler, distributor, retailer or other merchant or customer of the Transferred Business to conduct itself in accordance therewith. After the Closing Date, Parent, Issuer, GPI Purchaser and their Subsidiaries its affiliates (including, after the Closing, the Purchased Transferred Entity) shall file applications to amend or terminate any certificate of assumed name or d/b/a filings, within thirty 30 days after Parent, Issuer or GPI Purchaser or any of their Subsidiaries its affiliates (including, after the Closing, the Purchased Transferred Entity) shall have become aware of such assumed name or d/b/a filing so as to eliminate the right of Parent, Issuer or GPI Purchaser and their Subsidiaries its affiliates (including, after the Closing, the Purchased Transferred Entity) to use the Retained Names in such assumed name or d/b/a filing.
Appears in 2 contracts
Samples: Purchase Agreement (Weyerhaeuser Co), Purchase Agreement (International Paper Co /New/)