Retained Names. (a) By no later than twelve (12) months following the Distribution Date, Versum shall, and shall cause each member of the Versum Group to, change its name and cause its certificate of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Retained Names. Following the Distribution Date, Versum shall, and shall cause the members of the Versum Group to, as soon as practicable, but in no event later than eighteen (18) months following the Distribution Date, cease to (i) make any use of any Air Products Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen (18) months following the Distribution Date, Versum shall, and shall cause the members of the Versum Group to, remove, strike over, or otherwise obliterate all Air Products Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them), including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products on the “xxx.Xxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter Versum, and not Air Products, is responsible for the operation of the Versum Business, including such website and any applicable services. Any use by the members of the Versum Group of any of the Air Products Retained Names as permitted in this Section 5.3(a) is subject to their use of the Air Products Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Retained Names as of the Distribution Date. Versum and the members of the Versum Group shall not use the Air Products Retained Names in a manner that may reflect negatively on such name and marks or on Air Products or any member of the Air Products Group. Upon expiration or termination of the rights granted to the Versum Group pursuant to this Section 5.3(a), Versum hereby assigns, and shall cause the other members of the Versum Group to assign, to Air...
Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five (45) days after the Closing (or, if later, by the later of the ...
Retained Names. Following the Distribution Time, except as set forth in any Ancillary Agreement, the Spinco Group shall, as soon as practicable, but in no event later than ninety (90) days following the Distribution Time, (i) cease to use any Retained Names and hold themselves out as having any affiliation with the Pluto Group, and (ii) strike over, or otherwise obliterate all Retained Names from the Spinco Assets and all Assets and other materials owned by the Spinco Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided that, for a period of three (3) years following the Distribution Time, the Spinco Group shall receive a non-exclusive, non-assignable, royalty-free license to use such Retained Names (A) with respect to any inventory of products in the Spinco Group’s possession as of the Distribution Time until such inventory is depleted and (B) with respect to any products for which such Retained Names are required to be used under a Regulatory Approval, until the use of such Retained Names is no longer required under a Regulatory Approval and Spinco shall coordinate with Pluto and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Retained Names is no longer required; provided, further, that, with respect to the foregoing (B), if the Spinco Group has been diligent in its efforts to transition from one or more Retained Names to different Trademarks, but due to circumstances outside the Spinco Group’s reasonable control, the Spinco Group will not be able to so transition by expiration of the three (3)-year period, the Spinco Group may extend such period with respect to such Retained Names for up to two (2) additional periods of twelve (12) months each so long as the Spinco Group remains diligent with respect to such transition during such extension and upon Pluto’s request, provides written notice of the need for any such extension. Any use by the Spinco Group of any of the Retained Names as permitted in this Section 5.01(a) is subject to their use of the Retained Names in the same form and manner, and with standards of quality, of that in effect for the Retained Names as of the Distribution Time. The Spinco Group shall not use the Retained Names in a manner that may reflect negatively on such name and marks or on Pluto or ...
Retained Names. (a) Following the Closing, Buyer shall and shall cause its Affiliates to, as soon as practicable, but in no event later than (i) ninety (90) days following the Closing Date, cease to use any Retained Names, and (ii) ninety (90) days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer or its Affiliates, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems.
(b) Following the Closing, any limited use of the Retained Names by Buyer and its Affiliates permitted by this Section 5.19 shall be subject to the following conditions:
(i) Use of the Retained Names shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Retained Names), and subject to the same standards of quality, of that in effect for the Retained Names as of the Closing Date;
(ii) The Retained Names shall not be used in a manner that would reasonably be expected to reflect negatively on such name and marks or on Seller or any of its Affiliates;
(iii) Buyer and its Affiliates shall not apply to register or register any of the Marks forming a part of or associated with the Retained Names;
(iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer or its Affiliates, as applicable, and Seller or its Affiliates, as applicable, are not Affiliates or otherwise related to each other; and
(v) Use of the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses).
(c) At the reasonable request of Seller, Buyer shall and shall cause its Affiliates to provide to Seller reasonable and representative samples of products and materials used or created under or in connection with this Section 5.19, in their possession, custody, or under their control bearing any of the Retained Names and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b) are complied with.
(d) Buyer and its Affiliates shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19.
(e) Without limitation to any other remedies, if Buy...
Retained Names. Following the Closing, Newco shall cause the Transferred DPP Companies and their Subsidiaries to, (i) as soon as practicable, but in no event later than six (6) months following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be amended to remove any reference to “DSM,” “DPP” or any other Retained Name and cease to hold themselves out as having any affiliation with Delta or any of its Affiliates, and (ii) no later than six (6) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and remove, strike over, or otherwise obliterate all Retained Names from all Assets and other materials owned or possessed by the Transferred DPP Companies and their Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, forms, websites, email, computer software and other materials and systems (except to the extent such software code and other materials are not made readily available to or observable by third Persons); provided, however, that after the 6-month period, the Transferred DPP Companies and their Subsidiaries may continue to report in textual sentences in a factually accurate and non-prominent manner on the DPP Business’ website, securities filings and other materials that the DPP Business was previously owned by Delta. Notwithstanding anything to the contrary, Newco, the Transferred DPP Companies and their Subsidiaries shall not be deemed to have violated this Section 7.7, even after the 6-month period provided above by reason of: (i) their use of Equipment and other similar articles used in the DPP Business as of the Closing, notwithstanding that they may bear one or more of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) the appearance of the Retained Names on any tools, dies, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data, materials or Assets (including computer source code) that are used for internal purposes only in connection with the DPP Business; (iii) the appearance of the Retained Names in or on any third party’s publications, marketing materials, brochures, instruction sheets, Equipment or products that were dist...
Retained Names. (a) Section 5.7(a) of the Agreement is hereby amended by adding the following text immediately following "thirty (30) days" in the first sentence: "(or, if not reasonably possible in a particular jurisdiction based on Law or other requirements of a Governmental Authority, ninety (90) days)"
(b) Section 5.7(b)(v) of the Agreement is hereby amended by adding the following text immediately preceding "; and" at the end of the paragraph: "(provided that, to the extent permitted by Law, with respect to product and packaging the foregoing requirement shall not apply where it would not be reasonably practicable to so comply and the invoice accompanying such product and packaging includes a readily observable legend that such products are manufactured by or otherwise emanate from the Transferred DPC Companies and their Subsidiaries and the Joint Ventures and not from DuPont)"
Retained Names. Notwithstanding any other provision of this Agreement to the contrary, no interest in or right to use the name “CF Industries”, or any other corporate name of Seller or its Affiliates, or any logo, trademark, service xxxx, domain name or trade name or any derivation thereof of Seller or its Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being transferred to Buyer pursuant to the transactions contemplated hereby, and, except as expressly provided below, the use of any Retained Names and Marks in connection with the Business shall cease as of the Closing Date. Buyer, will, and will cause its Affiliates to (a) as promptly as practicable following the Closing Date, but in any event within sixty (60) days thereafter, remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials of the Business and otherwise, and (b) not put into use after the Closing Date any such items and materials that bear any Retained Name or Xxxx or any name, xxxx or logo similar thereto.
Retained Names. Notwithstanding anything to the contrary in this Agreement, no interest in or right to use the name “Vale” or “Vale Fertilizantes” or any logo, trademark, service xxxx, domain name or trade name or any derivation thereof of the Sellers or their respective Affiliates with respect to, similar to or associated with the foregoing (collectively, the “Retained Names and Marks”) is being transferred to Buyer pursuant to the transactions contemplated hereby, and, except as expressly provided below, the use of any Retained Names and Marks in connection with the Business shall cease as of the Closing Date. Buyer will, and will cause its Affiliates (including the Company Group) to, (i) as promptly as practicable following the Closing Date, but in any event within ninety (90) days thereafter, (A) change or cause to be changed the corporate and business names and trade names (i.e., d/b/a) of each member of the Company Group, to the extent such names include any of the Retained Names and Marks, to a name that does not include any of the Retained Names and Marks and is not confusingly similar thereto or dilutive thereof, and cease to refer to themselves as, or do business under, the Retained Names and Marks or any name that includes any of the Retained Names and Marks, and (B) remove or obliterate all the Retained Names and Marks from its consumer-facing signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other consumer-facing items and materials of the Business, and (ii) not put into use after the Closing Date any such items and materials that bear any Retained Name or Xxxx or any name, xxxx or logo similar thereto. For ninety (90) days after the Closing Date, at Buyer’s request, the Sellers and their respective Affiliates shall display on their websites and in social media, in the locations previously addressing the Business, a mutually-agreed statement about the transactions contemplated hereby and a link to a website designated by Buyer.
Retained Names. To the extent the Retained Names appear on (a) any plant, building or equipment, or (b) any stationery, business form, packaging, container, sign or other property (real or personal) included in the Business Assets, Seller grants, and/or confirms the grant by its Affiliates of, a royalty free license to Buyer to use the Retained Names on such Business Assets until removal can be effected from such Business Assets or until such materials are used and exhausted; provided, however, that Buyer will use reasonable efforts in a timely fashion to effect obliteration of the Retained Names from all Business Assets within 90 days following the Closing Date, and cease, in any event, using the Retained Names no later than six months following the Closing Date.
Retained Names. 1.2(e) Retained Tax Liabilities.................................................2.2(a) Rockwell.................................................................2.1(k) Rockwell Addendum........................................................2.1(k) -iv-
