Common use of Other Trademark Matters Clause in Contracts

Other Trademark Matters. (a) Spinco hereby acknowledges that all right, title and interest in, to and under, the Harbor Marks are owned exclusively by Harbor or its Subsidiaries (other than any member of the Spinco Group) and that, except as set forth in Section 7.6(b), any and all right of the Spinco Group to use any Harbor Marks shall terminate as of the Distribution Date and shall immediately revert to Harbor and its Subsidiaries, along with any and all goodwill associated therewith. Upon the Closing, to the extent Spinco or any Spinco Subsidiary owns any right, title or interest in the Harbor Marks (including any such rights arising from the use of the Harbor Marks in connection with operating the Spinco Business), Spinco shall cause the Spinco Subsidiaries to assign to Harbor all of their right, title and interest in and to the Harbor Marks, together with all goodwill associated therewith. (b) It is understood that Spinco and its Subsidiaries shall continue to have the right to use the Harbor Marks to advertise and sell the Inventory that displays the Harbor Marks as of the Effective Time and is included in the Spinco Assets, as well as any products, supplies, parts and other inventory that are purchased by Spinco or its Subsidiaries pursuant to purchase orders dated prior to the Effective Time that remain unfulfilled as of the Effective Time (such Inventory, products, supplies, parts and other inventory, “Existing Products”), solely in the ordinary course of business consistent with past practice. In the effort to provide for an orderly phase-out of Harbor Marks, Spinco and its Subsidiaries also will have the right to use the Harbor Marks to advertise and sell products, supplies, parts and other inventory that are identical to Existing Products and purchased by Spinco and its Subsidiaries pursuant to new purchase orders placed during the thirty day (30) period following the Effective Time, solely in the ordinary course of business consistent with past practice, and shall have one hundred eighty (180) days following the Effective Time to remove the Harbor Marks and, upon one hundred eighty (180) days prior written notice from Harbor or its Subsidiaries, any other registered Trademark that is owned by Harbor or its Subsidiaries (excluding any member of the Spinco Group) and is an Excluded Asset, from existing signs, letterhead, marketing materials and other branded materials currently used in connection with the Spinco Business. Further, within ninety (90) days following the Closing Date, Spinco shall change the name of Spinco and all of the Spinco Subsidiaries to another name that excludes all Harbor Marks; provided, however, in the event that Spinco is unable to complete such name change within such ninety (90) day period despite reasonable best efforts, Spinco shall be granted an extension of time for an additional ninety (90) days. Spinco shall promptly deliver to Harbor any relevant documentation evidencing such name change, including any name change amendment and name change notice filed with or submitted to any Governmental Authority in each jurisdiction in which Spinco or the applicable Spinco Subsidiary is qualified to do business. (c) Any and all goodwill generated by the use of the Harbor Marks under Section 7.6(b) shall inure solely to the benefit of Harbor and its Subsidiaries (excluding Spinco and its Subsidiaries). In any event, in connection with using the Harbor Marks as set forth in this Section 7.6, Spinco and its Subsidiaries shall operate the Spinco Business maintaining a standard of quality for products and services comparable to that used in the Spinco Business prior to the Closing Date and shall not use the Harbor Marks in any manner that would reasonably be expected to damage or tarnish the reputation of Harbor or its Affiliates or the goodwill associated with the Harbor Marks. (d) Except for any claim that the use of the Harbor Marks in accordance with the terms and conditions of this Section 7.6 infringes, misappropriates or otherwise violates the Intellectual Property of a third party, Spinco agrees: (A) that Harbor and its Affiliates shall have no responsibility for claims by, or Losses or Liabilities of, third parties arising out of, or relating to, (i) the use by Spinco or any of its Subsidiaries of the Harbor Marks or (ii) the advertising or sale by or on behalf of Spinco or any of its Subsidiaries of any products, supplies, parts or other inventory under the Harbor Marks, in each case, in violation of or outside the scope contemplated by this Section 7.6; and (B) that in addition to any and all other available remedies, Spinco shall indemnify and hold harmless Harbor and its Affiliates, and their officers, directors, employees, agents, successors and assigns, from and against any and all such claims, Losses or Liabilities that may arise out of the use of the Harbor Marks by Spinco or any of its Subsidiaries in violation of or outside the scope permitted by this Section 7.6.