Retained Names and Marks Clause Samples
The "Retained Names and Marks" clause defines which trademarks, trade names, logos, or other identifying marks each party is allowed to continue using after the termination or expiration of an agreement. Typically, this clause specifies that certain intellectual property, such as company names or product brands, remain the exclusive property of the original owner and cannot be used by the other party except as expressly permitted. For example, after a business sale, the seller may retain the right to use their original company name for unrelated ventures. The core function of this clause is to prevent confusion or misuse of valuable brand assets, ensuring that intellectual property rights are clearly allocated and protected following the end of a business relationship.
Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein.
(b) The Midstream Group Entities shall, for a period of ninety (90) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates.
(c) Except as expressly provided in this Section 5.12, no other right to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the M...
Retained Names and Marks. (a) Each of CLNC and CLNC OP agrees and acknowledges that, except as set forth in this Section 4.12, nothing herein grants CLNC, CLNC OP or their respective Affiliates any trademark rights in any of the words, marks, corporate symbols, acronyms or logos listed on Section 4.12(a) of the Disclosure Schedules or any confusingly similar derivation thereof (collectively the “Colony Marks”). Except as set forth in this Section 4.12 or Section 4.12(b) of the Disclosure Schedules, neither CLNC nor CLNC OP shall, and CLNC and CLNC OP shall cause their respective Affiliates not to, use the Colony Marks in connection with the products or services of CLNC and its Affiliates or for any other trademark purpose following the Closing.
(b) Each of CLNC and CLNC OP acknowledges and agrees that effective as of the Closing, the Trademark License Agreements automatically terminate and will be of no further force or effect. Subject to compliance with the quality control provisions and other terms of this Section 4.12, beginning on the Closing Date and until the twelve (12)-month anniversary thereof (or such earlier date as to which CLNC provides a written notice to Manager that it will cease to use the Colony Marks) (the “Marks Transition Period”), Manager and its Affiliates hereby grant to CLNC and its Affiliates a non-exclusive, royalty-free license to use the Colony Marks in connection with the business of CLNC and its controlled Affiliates to the extent and in substantially the same manner as used prior to Closing (including on websites and materials such as signs, account statements, prospectuses, invoices, order forms, labels, letterheads, business cards and corporate names, registered names, fictitious or doing-business-as names or other similar applications). Notwithstanding and without limiting the foregoing, CLNC and its controlled Affiliates shall use commercially reasonable efforts to minimize and cease use of the Colony Marks by CLNC and its Affiliates following the date hereof (and in any event prior to the expiration of the Marks Transition Period) including by (i) making filings with any Governmental Authority and take all other actions to eliminate the use of the term “Colony,” either alone or in combination with other words or elements, or any confusingly similar derivation thereof, from CLNC’s and its controlled Affiliates’ respective corporate names, registered names, fictitious or doing-business-as names or other similar applications and (ii) ceasing the us...
Retained Names and Marks. Seller hereby grants, on behalf of itself and its Affiliates, a worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up license to Purchaser and its Affiliates to use the names “▇▇▇▇▇▇▇ Networks” and “▇▇▇▇▇▇▇ Networks – Network Knowledge Delivered,” together with all variations thereof and all Trademarks and other identifiers of source containing, incorporating or associated with any of the foregoing (the “Retained Names and Marks”) solely to use all of the existing stocks of (i) signs and vehicles included in the Purchased Assets upon which the Retained Names and Marks appear as of the Closing Date for a period of four months after the Closing Date and (ii) letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials included in the Purchased Assets upon which the Retained Names and Marks appear as of the Closing Date for a period of two months after the Closing Date.
Retained Names and Marks. (a) Purchaser hereby acknowledges that all right, title and interest in and to any of the trademarks, service marks, domain names, trade names, corporate names, logos and other identifiers of Seller and its Affiliates which are comprised of or incorporate the terms “Lincoln”, “Lincoln National”, “Lincoln Financial”, “LFM”, “Jefferson-Pilot”, “Lincoln Financial Media” (including the website “▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇”), “Lincoln Financial Management”, “You’re In Charge,” “Chief Life Officer” and “Hello Future,” together with trademarks, service marks, domain names, trade names, corporate names, logos and other identifiers of source of Seller and its Affiliates that comprise or are derived from any of the foregoing, or that constitute confusingly similar variations thereof or confusingly similar derivations therefrom (the “Retained Names and Marks”) are owned exclusively by Seller or its Affiliates, and that any and all rights of any of the Companies to use the Retained Names and Marks as source identifiers shall terminate as of the Closing. Purchaser further acknowledges that it is not acquiring any rights (including any title or interest in or license or other right to use) with respect to the Retained Names and Marks, and that any title, interest, license or other such right or arrangement relating thereto existing prior to the Closing shall automatically terminate simultaneously with and effective as of the Closing.
Retained Names and Marks. All names, trade or assumed names, or marks and any variations thereof, other than the Transferred Marks, and including those listed on Schedule 1.3(b) and all variations of any thereof, together with any registrations or applications for registration for any thereof and all goodwill associated therewith.
Retained Names and Marks. Except as otherwise provided in the Manufacturing Services Agreement, neither Purchaser nor any of its Affiliates shall have any right to use, and Purchaser hereby acknowledges that Seller, its Affiliates or its or their licensors own all right, title and interest in and to, any and all company names, trade names, logos, trade dress and other trademarks, together with all variations, translations, transliterations and acronyms thereof, and all company names, trademarks, domain names, social media handles and all other identifiers and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing, in each case, that may be contained in the Transferred Assets (collectively, the “Retained Names and Marks”). Purchaser further acknowledges that neither it nor any of its Affiliates has any rights in any of the Retained Names and Marks, and that neither it nor any of its Affiliates is acquiring any rights, directly or indirectly, to use the Retained Names and Marks except as provided in the Manufacturing Services Agreement. If, at any time following the Closing, Purchaser or any of its Affiliates discovers any Retained Names and Marks in or on any of the Transferred Assets, Purchaser shall promptly cause the removal or obliteration of all such Retained Names and Marks and shall not, and shall cause its Affiliates not to, use any such Retained Names and Marks except as permitted pursuant to the Manufacturing Services Agreement. In the event of any conflict between the terms of this Section 6.15 and the relevant provisions of the Manufacturing Services Agreement, the relevant provisions of the Manufacturing Services Agreement shall control.
Retained Names and Marks. The Purchaser hereby acknowledges that all right, title and interest in and to the “ALBEMARLE” and “ALBEMARLE CORPORATION” names and the Albemarle logo, together with all variations and acronyms thereof, and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source and any associated Goodwill owned by the Seller other than the Transferred Intellectual Property (collectively, the “Retained Names and Marks”), are owned solely by the Seller or its Subsidiaries, and that, except as expressly provided in this Section 5.5, any and all right of the Business to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Seller, along with any and all Goodwill associated therewith. Each of the Purchaser and its Subsidiaries further acknowledges that neither the Purchaser nor any of its Subsidiaries is acquiring any rights on or after the Closing Date, to use the Retained Names and Marks after Closing, except for the rights expressly provided in Section 5.5(b).
Retained Names and Marks. Purchaser hereby acknowledges that Seller or its Affiliates own all right, title and interest in and to the trademarks, service marks, domain names, logos and names of Seller or its Affiliates not set forth in Schedule 1.1(h), together with all variations, translations, acronyms and other derivations thereof and all trademarks, service marks, Internet domain names, logos, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing, whether registered, applied for, or unregistered, together with any translations, adaptations, derivations, acronyms, variations, abbreviations, insignias, designations or combinations of the foregoing, including any name or ▇▇▇▇ confusingly similar thereto or reasonably likely to cause confusion therewith (collectively, the “Retained Names and Marks”), and that, except as expressly provided below, any and all rights of the Business to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to Seller and its Affiliates, along with any and all goodwill associated therewith. Purchaser further acknowledges that it has no rights, and is not acquiring any rights, directly or indirectly, to use the Retained Names and Marks, except as expressly provided herein. Purchaser shall, for a period of ninety (90) days after the Closing Date, be entitled to use, solely in connection with the operation of the Business as operated immediately prior to the Closing, all of the Business’s existing signs, letterheads, invoices, advertisements and promotional materials and all Internet domain names, website content, other Internet or electronic communications, vehicles, equipment, machinery, inventory and other documents and materials acquired by Purchaser to the extent included in the Acquired Assets (collectively, the “Existing Marks”), in each case, containing the Retained Names and Marks, after which period Purchaser shall cause the removal or obliteration of all Retained Names and Marks from such Existing Marks or shall otherwise cease using such Existing Marks. Upon Seller’s request, Purchaser shall promptly execute all assignment, transfer and other documents, and take all steps, in each case, that are necessary or desirable to confirm, effectuate or otherwise evidence Seller’s and its Affiliates’ rights, title and interests in and to, and control over, the Retained Names and Marks, including the Internet domain name...
Retained Names and Marks. Purchaser hereby acknowledges that all right, title and interest in and to the names “Lincoln”, “Lincoln National”, “Lincoln Financial”, “Lincoln Financial Media”, “Lincoln Financial Management”, “Jefferson-Pilot”, “Jefferson-Pilot Communications”, and “Hello Future” together with all variations thereof and all derivations therefrom, and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or associated with any of the foregoing (the “Retained Names and Marks”) are owned exclusively by Seller or its Affiliates, and that any and all rights of any of the Companies to use the Retained Names and Marks shall terminate as of the Closing. Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein.
Retained Names and Marks. Purchaser hereby acknowledges that all right, title and interest in and to the names of the Seller Shareholder and the Seller Subsidiary together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or associated with any of the foregoing, other than those directly and solely related to the Peridex® product line (the “Retained Names and Marks”) are owned exclusively by the Sellers, and that, except as expressly provided below, any and all right of the Business to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Sellers. Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein.