Retained Names and Marks Sample Clauses

Retained Names and Marks. (a) Acquiror hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” 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 set forth in this Agreement, any and all right of Acquiror or the Compression Group Entities to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Acquiror further acknowledges that none of Acquiror, the Compression 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) Acquiror agrees that, except as otherwise contemplated by this Agreement, the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Acquiror, the Compression Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Closing except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party. In addition to any and all other available remedies, Acquiror shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use of the Retained Names and Marks by Acquiror, the Compression Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.9, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party; or (ii) in violation of or outside the scope permitted by this Section 5.9. Notwithstanding anything in this Agreement to the contrary, Acquiror hereby acknowledges that in the event of any breach or threatened breach of this Section 5.9, the Contributor Parties, in addition to any other remedies available to them, shall be entitled to a preliminary injunction, temporary restraining order...

Retained Names and Marks. (a) The Purchaser hereby acknowledges that all right, title and interest in and to the “BOSTON SCIENTIFIC”, “BSCI” and “BSC” names, together with all names that resemble the foregoing so as to be likely to cause confusion or mistake or to deceive, and all trademarks, service marks, Internet domain names, tag lines, logos, trade names, trade dress, packaging designs, media branding designs, company names and other identifiers of source or goodwill containing or incorporating any of the foregoing (collectively, the “Retained Names and Marks”) shall be retained by BSC or any of its Affiliates, and that, except as expressly provided below, any and all right of the Purchaser to use the Retained Names and Marks hereunder shall terminate as of the Closing and shall immediately revert to BSC, along with any and all goodwill associated therewith. The Purchaser further acknowledges that it is not acquiring any rights to use the Retained Names and Marks, except as expressly provided herein. (b) After the Closing Date, the Purchaser shall be entitled to use, solely in connection with the operation of the Business as operated in all material respects immediately prior to the Closing, all of its existing stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory, packaging and other documents and materials (“Existing Stock”) containing the Retained Names and Marks, provided that the Purchaser shall use commercially reasonable efforts to remove, or cease using the Retained Names and Marks (or in the case of advertisements, promotional materials, inventory and packaging, over-label or re-sticker such Existing Stock so as to conceal such Retained Names and Marks) as promptly as practicable after the Closing. After the twelve (12) month anniversary of the Closing Date (or until such Existing Stock is exhausted in the case of the inventory of any Product for which the Retained Names and Marks are embedded in such Product as part of the manufacturing process and not reasonably capable of being stickered or labeled), the Purchaser shall have no right to use the Retained Names and Marks hereunder and shall have removed or obliterated all Retained Names and Marks from such Existing Stock or ceased using such Existing Stock (or in the case of advertisements, promotional materials, inventory and packaging, shall have over-labeled or re-stickered such Existing Stock so as to conceal such Retained Names and Marks). (c) Except as expressly provid...

Retained Names and Marks. (a) Buyer agrees and acknowledges that, except as set forth in Section 8.5(b), nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered trademarks, service marks, certification marks, logos and trade dress incorporating the word “Chart”, including, for the avoidance of doubt, any of the words, marks, corporate symbols, acronyms or logos listed on Schedule 8.5(a) or any derivation thereof (collectively the “Chart Marks”). Except as set forth in Section 8.5(b), Buyer shall not, and shall cause its Affiliates not to, use the Chart Marks in connection with the Business or for any other purpose following the Closing. (b) Effective as of the Closing and until the nine (9) month anniversary of the Closing Date (the “Marks Transition Period”), Parent hereby grants to Buyer and its Affiliates a limited, worldwide, non-exclusive, non-transferrable, royalty-free license to use the Chart Marks solely as necessary in connection with the Business, including on websites and materials such as signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Promptly following the Closing (and in any event prior to the expiration of the Marks Transition Period), Buyer shall and shall cause each of its Affiliates (including the Acquired Company), as applicable, (i) to make all filings with any Governmental Body and take all other actions to eliminate the use of any Chart Marks from its corporate name, registered names, fictitious or doing-business-as names or other similar applications and (ii) to effect the elimination of any use of the Chart Marks in the Business, including by removing the Chart Marks from their respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials; provided, however, that with respect to paper goods and other similar inventory items, Buyer and its Affiliates shall be permitted to (including with respect to the Acquired Company) use any such amounts of materials existing at the Closing until they are depleted. (c) Notwithstanding the foregoing, subject to Section 12.3, Buyer and its Affiliates shall be permitted to communicate to third parties that they have purchased the Business from Parent and Sellers and reference such names in such communications (including with reference to Parent or Sellers).

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. 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. 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 “Xxxxxxx Networks” and “Xxxxxxx 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 “xxxxxxxxxxxxxxxxxxxxx.xxx”), “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. The Purchaser hereby acknowledges that all right, title and interest in and to 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 or its Affiliates, in each instance, containing “ALBEMARLE”, “ALBEMARLE CORPORATION”, and the Albemarle logo, or is not a trademark included in the Owned Intellectual Property (collectively, the “Retained Names and Marks”), are owned solely by the Seller or its Affiliates (other than the Company), and that, except as expressly provided in this Section 5.5, any and all right of the Business and the Company 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 Affiliates further acknowledge that neither the Purchaser nor any of its Affiliates (including the Company) is acquiring any rights, to use the Retained Names and Marks after the Closing, except for the rights expressly provided herein.

Retained Names and Marks. Except as otherwise provided in the CSA Term Sheet (or the Commercial Supply Agreement if in effect at such time), 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 CSA Term Sheet (or the Commercial Supply Agreement if in effect at such time). 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 CSA Term Sheet (or the Commercial Supply Agreement if in effect at such time). In the event of any conflict between the terms of this Section 6.13 and the relevant provisions of the CSA Term Sheet (or the Commercial Supply Agreement if in effect at such time), the relevant provisions thereof shall control. Notwithstanding anything to the contrary in this Section 6.13, minimal use of Seller’s name purely for transitional purposes shall not be a violation of this Section 6.13.

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 xxxx 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...