Common use of Retained Names and Marks Clause in Contracts

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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror The Acquirer Parties hereby acknowledges acknowledge that all right, title and interest in and to the “DEVON ENERGY TRANSFER PARTNERSCORPORATION” and “ENERGY TRANSFERDEVON 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 set forth in this Agreementprovided below, any and all right of Acquiror the Acquirer Parties or the Compression 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. Acquiror Each of the Acquirer Parties further acknowledges that none of Acquirorthe Acquirer Parties, the Compression Midstream Group Entities 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 thatThe 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 otherwise contemplated expressly provided in this Section 5.12, no other right to use the Retained Names and Marks is granted by this AgreementDevon 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 Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by AcquirorCrosstex MLP, the Compression Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing except for any claims that in violation of or outside the Retained Names and Marks infringe the Intellectual Property rights of any Third Partyscope permitted by this Section 5.12. In addition to any and all other available remedies, Acquiror the Acquirer Parties 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 use, following the Contribution Closing, of the Retained Names and Marks by AcquirorCrosstex MLP, the Compression Midstream 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 5.95.12. Notwithstanding anything in this Agreement to the contrary, Acquiror the Acquirer Parties hereby acknowledges acknowledge that in the event of any breach or threatened breach of this Section 5.95.12, the Contributor Parties, in addition to any other remedies available to themit, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining AcquirorCrosstex MLP, the Compression Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror The Purchaser hereby acknowledges that all right, title and interest in and to the names “ENERGY TRANSFER PARTNERSWolseley” and “ENERGY TRANSFER” namesRaptor”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 Xxxxxx or their respective Affiliatesits Affiliates (other than the Company and the Subsidiaries), and that, except as as, expressly set forth in this Agreementprovided below, any and all right of Acquiror the Company or the Compression Group Entities Subsidiaries to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor Parties, along with any Seller or its Affiliates (other than the Company and all goodwill associated therewiththe Subsidiaries). Acquiror The Purchaser further acknowledges that none of Acquirorthe Purchaser, the Compression Group Entities Company or their respective Subsidiaries shall have any Subsidiary has any rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) Acquiror agrees that, except 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary expressly provided in this Agreement, Acquiror shall have the no other right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks is granted by the Seller to promote the Purchaser, the Company or the Subsidiaries, whether by implication or otherwise, and nothing hereunder permits the Purchaser, the Company or any of the Subsidiaries to use the Retained Names and Marks on any documents, materials, products or services other than in connection with (i) the sale of existing inventories of products bearing the name “Raptor” and Acquiror (ii) the use of existing inventories of labeled stationery, invoices and other office supplies and materials until replacement materials excluding the Retained Names and Marks can be obtained, in the case of clause (ii) for a period not to exceed 90 days from Closing. The Company agrees to remove the Retained Names and Marks from all vehicles and signage used by the Company and the Subsidiaries as soon as practicable (but not later than December 31, 2009). (c) The Company hereby grants to the Seller and its Affiliates (other than the Company and the Subsidiaries), and the Purchaser hereby consents to the granting of, a royalty- free fully paid up license to use the names “Stock Loan Services” and “Stock Financial Services”, 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 such names (the “Licensed Names”), in connection with the Construction Loan Business for a period of 12 months following the Closing. The Purchaser and the Company shall make explicit that not, and the Compression Group Entities are no longer affiliated with Contributor PartiesCompany shall cause the Subsidiaries not to, use the Licensed Names at any time after the Closing.

Retained Names and Marks. (a) Acquiror Purchaser and Purchaser Shareholder hereby acknowledges acknowledge that all right, title and interest in and to the name “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” namesINTAC”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 AffiliatesSeller Parent, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror the Distribution Companies or the Compression Group Entities Meidi Technology (if applicable) to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor Parties, along with any Seller Parent. Purchaser and all goodwill associated therewith. Acquiror Purchaser Shareholder further acknowledges acknowledge that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall they have any no rights, or is and are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) Acquiror agrees thatThe Purchaser shall, except as otherwise contemplated by this Agreementsoon as practicable after the Closing, but in no event later than 5 Business Days thereafter, cause the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, Distribution Companies and Meidi Technology (if applicable) to file amended articles of incorporation with the use by Acquiror, the Compression Group Entities or any of their respective Affiliates of appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller Parent with respect to such filings. (c) The Distribution Companies and Meidi Technology (if applicable) shall, for a period of 20 Business Days after the Closing except for date of the Closing, be entitled to use all of their existing stocks of signs, letterheads, advertisements and promotional materials, inventory and other documents and materials (“Existing Stock”) containing the Retained Names and Marks, after which date the Purchaser shall cause the Distribution Companies and Meidi Technology (if applicable) to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, and transfer to the Seller Parent any claims that rights with respect to Internet domain names incorporating any Retained Names or Marks. (d) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks infringe is granted by the Intellectual Property rights of Seller Parent, Seller or Intac Trading to the Purchaser, Purchaser Shareholder, the Distribution Companies or Meidi Technology, whether by implication or otherwise, and nothing hereunder permits the Purchaser, Purchaser Shareholder, the Distribution Companies or Meidi Technology to use the Retained Names and Marks on any Third Partydocuments, materials, products or services other than in connection with the Existing Stock. In addition to any and The Purchaser shall ensure that 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 Distribution Companies or any of their respective Affiliates (i) Meidi Technology as provided in accordance with the terms and conditions of this Section 5.9, other 5.04 shall be only with respect to goods and services of a level of quality equal to or greater than such claims that the quality of goods and services with respect to which the Business used 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 prior 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror Buyer hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” namesnames set forth on Section 6.10 of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 Seller or their respective Affiliates, its Affiliates (other than the Acquired Entities) and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Acquired Entities and the Acquired Business 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 therewithSeller. Acquiror Buyer further acknowledges that none of Acquirorthey have no rights, the Compression Group Entities or their respective Subsidiaries shall have and are not acquiring any rights, directly or is acquiring any rightsindirectly hereunder, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees thatBuyer shall, except as otherwise contemplated by this Agreementsoon as practicable after the Closing, but in no event later than thirty (30) days thereafter, cause each Acquired Entity, as applicable, to file amended articles of incorporation with 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 appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller with respect to such filings. (c) Buyer shall remove all of the existing signage of the Acquired Business containing the Retained Names or Marks as soon as practicable, but in any event no later than one (1) year after the Closing except Closing. The Acquired Business shall be entitled to use existing signage until such signage is removed in accordance with the terms of this Section 6.10. (d) The Acquired Business shall, for a period of one (1) year after the date of the Closing, and without any claims that fee to Buyer or any of its Affiliates, be entitled to use all of the Acquired Entities’ existing stocks of letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials containing the Retained Names and Marks infringe (“Existing Stock”); provided, however, that (i) the Intellectual Property Acquired Business will have the right to use the Retained Names and Marks for the sole purpose of redirecting customers who use Internet domain names to websites used by the Acquired Business for a period of three (3) years, and (ii) the Acquired Business and its Affiliates shall not replace the supply of Existing Stock following the Closing Date. From and after such date, the Buying Parties shall remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, and transfer to the Seller any rights of with respect to Internet domain names incorporating any Third PartyRetained Names and Marks. (e) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks is granted by the Seller to the Buying Parties or the Acquired Business, whether by implication or otherwise, and nothing hereunder permits the Buying Parties or the Acquired Business to use the Retained Names and Marks on any documents, materials, products or services other than as provided in this Section 6.10. In addition to any and The Buying Parties shall ensure that 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) Acquired Business as provided in accordance with the terms and conditions of this Section 5.9, other than such claims 6.10 shall be only with respect to goods and services of a level of substantial quality so that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party; or will not suffer a significant reduction in value. (iif) Nothing 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, 6.10 shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Acquiror, the Compression Group Entities require Buyer or any of their respective its Affiliates from to cause independent third parties (such as dealerships or repair shops) to cease using any such breach of the Retained Names or threatened breachMarks. (cg) Notwithstanding anything The Parties shall cooperate with each other and use their respective commercially reasonable efforts to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical promptly take or archived documents containing or referencing the Retained Names and Markscause to be taken all actions, and (ii) refer do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to effectuate and document the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that foregoing rights granted with respect to any such reference, Acquiror shall not use the Retained Names and Marks in this Section 6.10 as soon as practicable, including preparing and filing promptly and fully all documentation to promote any products or services effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Partiesother documents.

Retained Names and Marks. (a) Acquiror The Purchaser hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERSROHM AND XXXX” and “ENERGY TRANSFER” namesname, 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, to the extent containing or incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective AffiliatesSeller, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Xxxxxx Entities, Holdco and each JV Entity to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill associated therewith. Acquiror The Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) Acquiror agrees thatThe Purchaser shall, except as otherwise contemplated by this Agreementsoon as practicable after the Closing, the Contributor Parties shall have but in no responsibility for claims by third parties arising out ofevent later than ten (10) Business Days thereafter, cause Holdco to submit to appropriate Governmental Authorities amended articles of incorporation (or relating tosimilar organizational documents) changing its corporate name, the use by Acquiror“doing business as” name, the Compression Group Entities trade name and any other similar corporate identifier to a corporate name, “doing business as” name, trade name or any of their respective Affiliates of other similar corporate identifier that does not contain any Retained Names and Marks Marks, and to supply promptly any additional information, documents and materials that may be requested by the Seller with respect to such submissions and the Seller shall provide such reasonable assistance to the Purchaser as the Purchaser shall request in connection therewith. (c) Each of the Xxxxxx Entities, Holdco and each JV Entity shall, for a period of 90 calendar days after the Closing except for any claims that date of the Closing, with respect to (i) below and until March 31, 2010, with respect to (ii) below, be entitled to use, solely in connection with the operation of the Business as operated immediately prior to the Closing, all of (i) its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, and other documents and materials (“Existing Stock”) and (ii) inventory, in each case, containing the Retained Names and Marks, after which periods the Purchaser shall cause each such entity to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock. (d) Except as expressly provided in this Section 5.11, no other right to use the Retained Names and Marks infringe is granted by the Intellectual Property rights Seller to the Purchaser or its Affiliates (including, for purposes of this Section 5.11, the Xxxxxx Entities, Holdco and each JV Entity), whether by implication or otherwise, and nothing hereunder permits the Purchaser or its Affiliates to use the Retained Names and Marks in any Third Partymanner other than in connection with Existing Stock. In addition to any and The Purchaser shall ensure that 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 its uses of the Retained Names and Marks by Acquiror, the Compression Group Entities or any of their respective Affiliates (i) as provided 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.this

Retained Names and Marks. (ah) Acquiror The Purchaser hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERSDOW”, “DOW CHEMICAL”, “THE DOW CHEMICAL COMPANY”, “ROHM AND XXXX”, “UNION CARBIDE” and “ENERGY TRANSFERUNION CARBIDE CORPORATION” 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 foregoing, including the Dow Diamond logo (i.e., ) (collectively, the “Retained Names and Marks”) ), are owned exclusively by the Contributor Parties Seller or their respective its Affiliates, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Business to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill associated therewith. Acquiror Each of the Purchaser and its Affiliates further acknowledges acknowledge that none neither the Purchaser nor any of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any rights, or its Affiliates is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. NYDOCS02/1012922.1 EXECUTION COPY (i) The Purchaser Entities shall, for a period of 180 days after the date of the Closing, be entitled to use, solely in connection with the operation of the Business as operated immediately prior to the Closing, all of the existing stocks of signs, letterheads, labels, office forms, packaging, invoice stock, advertisements and promotional materials, inventory and other documents and materials (“Existing Stock”) that are included in the Transferred Assets and contain the Retained Names and Marks, after which period the Purchaser shall, and shall cause each Purchaser Entity to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock. (bj) Acquiror Except as expressly provided in this Section 5.05, no other right to use the Retained Names and Marks is granted hereunder by Dow to the Purchaser or any of its Affiliates whether by implication or otherwise, and nothing hereunder permits the Purchaser or any of its Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. The Purchaser shall, and shall cause each Purchaser Entity to, ensure that all uses of the Retained Names and Marks as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.05 shall inure solely to the benefit of Dow. In no event shall the Purchaser or any of its Affiliates use the Retained Names and Marks hereunder in any manner that may damage or tarnish the reputation of Dow or the goodwill associated with the Retained Names and Marks. (k) The Purchaser agrees that, except as otherwise contemplated by this Agreement, the Contributor Parties that Dow 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 Purchaser and its 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 PartyClosing. In addition to any and all other available remedies, Acquiror the Purchaser shall indemnify and hold harmless the Contributor Parties Dow and their respective officers, directors, employees, agentsits Representatives, 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 Purchaser or any of their respective its Affiliates (i) in accordance with the terms and conditions of this Section 5.95.05, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Partythird party; or (ii) in violation of or outside the scope permitted by this Section 5.95.05. Notwithstanding anything in this Agreement to the contrary, Acquiror the Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.95.05, the Contributor PartiesSeller, in addition to any other remedies available to themit, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Acquiror, the Compression Group Entities Purchaser or any of their respective its Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror Purchaser hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” names, names set forth on Exhibit 5.05 together with all variations and acronyms thereof and all registered and unregistered trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 one or their respective Affiliatesmore Bally Entities, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Company 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 therewithSellers. Acquiror Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees thatThe Company shall, except as otherwise contemplated by this Agreementfor a period of 30 days (or, in the Contributor Parties case of exterior signage only, 60 days) after the date of the Closing, be entitled to use all of the Company’s existing stocks of signs, letterheads and promotional materials, Inventory and other documents and materials (excluding Membership Contracts) (“Existing Stock”) containing the Retained Names and Marks, after which date Purchaser shall have no responsibility for claims by third parties arising out of, cause the Company to remove or relating to, the use by Acquiror, the Compression Group Entities or any of their respective Affiliates of any obliterate all Retained Names and Marks after from such Existing Stock or cease using such Existing Stock; provided, however, that Purchaser shall cause the Closing except Company, to the extent using any Existing Stock in accordance with the foregoing, to use its commercially reasonable efforts to make such conspicuous modifications to such Existing Stock so as to make it apparent on its face that the Company and the Business are no longer affiliated with any of the Bally Entities; provided further that none of Purchaser and its Affiliates shall enter into any Contract, including Membership Contracts (treating the Company as Business Owners for this purpose), containing any claims that of the Retained Names and Marks. (c) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks infringe the Intellectual Property rights of is granted by 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 Sellers and the Company, on the one hand, to either of Purchaser and the Company, on the other hand, whether by implication or otherwise, and nothing hereunder permits Purchaser or the Company to use the Retained Names and Marks on any documents, materials, products or services other than in connection with the Existing Stock. Purchaser shall ensure that all use of the Retained Names and Marks by Acquiror, the Compression Group Entities or any of their respective Affiliates (i) Company as provided in accordance with the terms and conditions of this Section 5.9, other 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than such claims that the quality of goods and services with respect to which the Business used 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 prior 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror Acquirer 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 Agreementprovided below, any and all right of Acquiror Acquirer or the Compression Propane 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. Acquiror Acquirer further acknowledges that none of AcquirorAcquirer, the Compression Propane Group Entities 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 The Propane Group Entities shall, for a period of three hundred-sixty (360) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Propane 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 Acquirer shall, and shall cause the Propane Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock. (c) Except as expressly provided in this Section 5.17 no other right to use the Retained Names and Marks is granted by ETP to Acquirer, its Affiliates or the Propane Group Entities whether by implication or otherwise, and nothing hereunder permits Acquirer, the Propane Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock for three hundred-sixty (360) days as set forth in Section 5.17(b). Acquirer shall ensure that all uses of the Retained Names and Marks as provided in this Section 5.17 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Propane Business prior to the Contribution Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.17 shall inure solely to the benefit of ETP. In no event shall Acquirer, the Propane Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of ETP or the goodwill associated with the Retained Names and Marks. (d) Acquirer agrees that, except as otherwise contemplated by this Agreement, that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by AcquirorAcquirer, the Compression Propane Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Partythird party. In addition to any and all other available remedies, Acquiror Acquirer 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 AcquirorAcquirer, the Compression Propane Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.95.17, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Partythird party; or (ii) in violation of or outside the scope permitted by this Section 5.95.17. Notwithstanding anything in this Agreement to the contrary, Acquiror Acquirer hereby acknowledges that in the event of any breach or threatened breach of this Section 5.95.17, the Contributor Parties, in addition to any other remedies available to themit, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining AcquirorAcquirer, the Compression Propane Group Entities or any of their respective Affiliates from any such breach or threatened breach. (ce) Notwithstanding anything to the contrary in this Agreement, Acquiror Acquirer shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Propane Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror Acquirer shall not use the Retained Names and Marks to promote any products or services and Acquiror Acquirer shall make explicit that the Compression Propane Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror Purchasers hereby acknowledges acknowledge that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” names, names set forth on Exhibit 5.05 together with all variations and acronyms thereof and all registered and unregistered trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 one or their respective Affiliatesmore Vitro Entities, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Acquired Companies to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to Sellers. Purchasers further acknowledge on behalf of themselves and their Affiliates (including the Contributor Parties, along with any and all goodwill associated therewith. Acquiror further acknowledges Acquired Companies) that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall they have any no rights, or is and they are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees that, except as otherwise contemplated by this Agreement, the Contributor Parties and further that they shall have no responsibility for claims by third parties arising out of, not challenge Sellers' ownership in or relating to, the rights to 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, nor register or seek to register any name or xxxx that is the same as or confusingly similar to any Retained Name or Xxxx. (b) The Acquired Companies shall, for a period of 12 months after the Closing Date, be entitled to use all of the Acquired Companies' existing stocks of signs, letterheads and promotional materials, Inventory and other documents and materials (ii"Existing Stock") refer to the historical fact that the Compression Business was previously conducted under containing the Retained Names and Marks, after which date Purchasers shall cause the Acquired Companies to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, however, that with respect none of Purchasers and their Affiliates shall enter into any Contract containing any of the Retained Names and Marks. (c) Except as expressly provided in this Agreement, no other right to any such reference, Acquiror shall not use the Retained Names and Marks is granted by any of Sellers and the Acquired Companies, on the one hand, to promote any of Purchasers and the Acquired Companies, on the other hand, whether by implication or otherwise, and nothing hereunder permits Purchasers or the Acquired Companies to use the Retained Names and Marks on any documents, materials, products or services other than in connection with the Existing Stock. (d) Within 60 days following the Closing, Sellers shall cease to use (including by posting on any Internet website) the names set forth on Exhibit 5.05(d), together with all variations thereof, and Acquiror all registered and unregistered trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing or incorporating any of the foregoing. Within 60 days following the Closing, Vitro shall make explicit that cause any of its Affiliates (other than the Compression Group Entities Acquired Companies) whose names contain or incorporate the names set forth on Exhibit 5.05(d) to file with the appropriate Governmental Authorities such documents as are no longer affiliated necessary to reflect the change in their names to omit any reference to the names set forth on Exhibit 5.05(d). (e) Notwithstanding anything herein to the contrary, on or before Closing, Sellers shall (i) cause ownership of the "Vitrocrisa" xxxx to be transferred to Vitro or one of its Affiliates, (ii) cause such transferee to cancel the "Vitrocrisa" xxxx registered in Mexico with Contributor Partiesthe Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial) and in Chile with the Industrial Property Department (Departamento de Propiedad Industrial) and (iii) deliver written evidence of such transfer and cancellation to Purchasers in form and substance reasonably acceptable to Purchasers.

Retained Names and Marks. (a) Acquiror The Purchaser hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” namesnames set forth in Schedule 5.05, 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 Sellers or their respective AffiliatesAffiliates (other than the Companies and the Company Subsidiaries), and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Companies and the Company Subsidiaries to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor PartiesSellers or their applicable Affiliates, along with any and all goodwill associated therewith. Acquiror The Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) Acquiror agrees thatThe Purchaser shall, except as otherwise contemplated by this Agreementsoon as practicable after the Closing, but in no event later than 20 (20) Business Days thereafter, cause the Contributor Parties shall have no responsibility for claims by third parties arising out ofCompanies and the Company Subsidiaries to file amended Governing Documents with the appropriate Governmental Authorities changing its corporate name, or relating to“doing business as” name, the use by Acquirortrade name and any other similar corporate identifier to a corporate name, the Compression Group Entities “doing business as” name, trade name or any of their respective Affiliates of other similar corporate identifier that does not contain any Retained Names and Marks after and to supply promptly any additional information, documents and materials that may be requested by any of the Sellers with respect to such filings. (c) The Companies and the Company Subsidiaries shall, for a period of twelve (12) months following the Closing except for any claims Date, be entitled to use, solely in connection with the operation of the Business as operated immediately prior to the Closing, all of the existing stocks of signs, letterheads, invoice stock, product packaging, advertisements and promotional materials, inventory and other documents and materials (“Existing Stock”) of the Companies and the Company Subsidiaries containing the Retained Names and Marks, after which period the Purchaser shall cause the Companies and the Company Subsidiaries to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, however, that the Purchaser shall cause the Companies and the Company Subsidiaries to use commercially reasonable efforts to ensure that all such Existing Stock used by them hereunder following the Closing shall, to the extent practicable, display a notice, in a format reasonably acceptable to the Sellers, indicating that each Company and Company Subsidiary (i) was formerly owned by the applicable Seller and (ii) is now owned by the Purchaser. (d) Except as expressly provided in this Section 5.05, no other right to use the Retained Names and Marks infringe is granted by the Intellectual Property rights Sellers to any of the Purchaser, the Companies or the Company Subsidiaries, whether by implication or otherwise, and nothing hereunder permits any Third Partyof the Purchaser, the Companies or the Company Subsidiaries to use the Retained Names and Marks in any manner other than in connection with the Existing Stock. The Purchaser shall ensure that all use of the Retained Names and Marks by the Companies and the Company Subsidiaries as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Companies and the Company Subsidiaries used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.05 shall inure solely to the benefit of the Sellers. In any event, the Purchaser shall not, and shall cause the Companies and the Company Subsidiaries not to, use the Retained Names and Marks in any manner that might damage or tarnish the reputation of the Sellers or any of their Affiliates or the goodwill associated with the Retained Names and Marks. (e) In addition to any and all other available remedies, Acquiror the Purchaser shall indemnify and hold harmless the Contributor Parties Sellers and their Affiliates, 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 the Companies or the Company Subsidiaries (i) in accordance with the terms and conditions of this Section 5.95.05, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party; third party or (ii) in violation of or outside the scope permitted by this Section 5.95.05. Notwithstanding anything in this Agreement to the contrary, Acquiror the Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.95.05, the Contributor PartiesSellers, in addition to any other remedies available to them, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Acquirorthe Purchaser and any of its Affiliates (including, following the Closing, the Compression Group Entities or any of their respective Affiliates Companies and the Company Subsidiaries) from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror The Purchaser hereby acknowledges that all right, title and interest in and to the names “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” namesLafarge”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 Sellers and their respective Affiliates, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Business 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 therewithSellers. Acquiror The Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees that, except As soon 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 reasonably practicable after the Closing except for Date, but in any claims that event no later than 12 months after the Closing Date, the Purchaser shall, and shall cause its Affiliates to, remove or cover the Retained Names and Marks infringe from all signs, billboards, trucks, cars, labels, packaging, letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials included in the Intellectual Property Purchased Assets (“Existing Stock”) or cease using such Existing Stock, and transfer to the Sellers any rights of with respect to Internet domain names incorporating 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breachMarks. (c) Notwithstanding anything to the contrary Except as expressly provided in this Agreement, Acquiror shall have the no other right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks is granted by the Sellers to promote the Purchaser, and nothing hereunder shall permit the Purchaser to use the Retained Names and Marks on any documents, materials, vehicles, products or services other than in connection with the Existing Stock. The Purchaser shall use reasonable best efforts to ensure that all of its uses of the Retained Named and Acquiror Marks as provided in this Section 5.06 shall make explicit that be only with respect to goods and services of a level of quality equal to or greater than the Compression Group Entities are no longer affiliated quality of goods and services with Contributor Partiesrespect to which the Business used the Retained Names and Marks prior to the Closing.

Retained Names and Marks. (a) Acquiror The Purchaser hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERS” and “ENERGY TRANSFER” namesnames set forth on Section 5.05(a) of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 Seller or their respective Affiliates, its Affiliates (other than the Company and the Subsidiaries) and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Company and its Subsidiaries 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 therewithowner thereof. Acquiror The Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees thatThe Purchaser shall, except as otherwise contemplated soon as practicable after the Closing, but in no event later than five Business Days thereafter, cause the Company and each Subsidiary, as applicable, to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller with respect to such filings. (c) The Company and its Subsidiaries shall remove all of the Company's and its Subsidiaries' existing signage as soon as practicable, but in any event no later than 180 days after the Closing. The Company and its Subsidiaries shall be entitled to use existing signage until such signage is removed in accordance with the terms of this Section 5.05(c). (d) The Company and its Subsidiaries shall, for a period of 90 days after the date of the Closing, be entitled to use all of the Company's and its Subsidiaries' existing stocks of letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials ("Existing Stock") containing the Retained Names and Marks. From and after such date, the Purchaser shall cause the Company and each Subsidiary to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, and transfer to the Seller any rights with respect to Internet domain names incorporating any Retained Names or Marks. (e) Except as expressly provided in this Agreement, no other right to use the Contributor Parties Retained Names and Marks is granted by the Seller to the Purchaser or the Company and its Subsidiaries, whether by implication or otherwise, and nothing hereunder permits the Purchaser, the Company or any of its Subsidiaries to use the Retained Names and Marks on any documents, materials, products or services other than as provided in this Section 5.05. The Purchaser shall ensure that all use of the Retained Names and Marks by the Company and its Subsidiaries as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing. (f) The Purchaser agrees that the Seller 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 Business of any Retained Names and Marks after the Closing except for any claims that Closing, and the Retained Names and Marks infringe the Intellectual Property rights of any Third Party. In addition to any and all other available remedies, Acquiror Purchaser shall indemnify and hold harmless the Contributor Parties Seller and their respective officers, directors, employees, agents, successors and assigns, its Affiliates from and against any and all such claims that may arise out of the use of thereof by 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breachBusiness. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror Buyer hereby acknowledges that all right, title and interest in and to (i) the “ENERGY TRANSFER PARTNERS” Trademark Rights set forth on Schedule 5.15.1, (ii) all variations, translations and “ENERGY TRANSFER” namestransliterations thereof, 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, Trademark Rights incorporating or associated with any of the foregoing foregoing, and (iii) all national drug codes (NDCs) owned or controlled by Seller or any of its Affiliates and used or displayed on any Distribution Product, Product Labeling or Existing Promotional Stock (collectively, the “Retained Names and Marks”) are owned exclusively by are, as between the Contributor Parties or and their respective Affiliates, owned exclusively by Seller or one of its Affiliates (excluding, from and thatafter the Closing, 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 therewithPurchased Subsidiary). Acquiror Buyer further acknowledges that none neither it nor any of Acquiror, its Affiliates (including the Compression Group Entities or their respective Subsidiaries shall have any rights, or Purchased Subsidiary after Closing) is acquiring any rights, rights to use the Retained Names and Marks, except for the rights as expressly provided hereinbelow. (b) Acquiror agrees thatSubject to the terms and conditions of this Section 5.15, Buyer shall be entitled to use, and Seller, on behalf of itself and its Affiliates, hereby grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable (except to such of Buyer’s Affiliates that are engaged in the Exploitation of the Products and to such of Buyer or such Affiliates’ distributors and service providers working in their capacity as otherwise contemplated by this Agreementsuch, and solely within the Contributor Parties shall have no responsibility for claims by third parties arising out ofscope of the license set forth herein) right and license, solely during the Applicable Transition Period, to use and display the Retained Names and Marks (and any other Trademark Rights or NDCs used or displayed on Existing Promotional Stock, or relating toon Distribution Product or Product Labeling as at Closing or provided (directly or indirectly) by Seller or its Affiliates to Buyer or its Affiliates under the Transition Agreement) on Distribution Product, Product Labeling (only in connection with Distribution Product) and Existing Promotional Stock, in each case, solely as such Retained Names and Marks are used therein or thereon during the use period between the Closing and the Distribution Transfer Date, and solely in connection with the Exploitation of such Distribution Products in a manner that is consistent in all material respect with the manner the Products were Exploited in connection with the Product Business immediately prior to Closing by Acquiroror on behalf of Seller and its Affiliates. (c) After the Applicable Transition Period, Buyer shall (i) cease using, and, as promptly as practicable after the Compression Group Entities Applicable Transition Period, remove or any of their respective Affiliates of obliterate any Retained Names and Marks after from any remaining Distribution Products, Product Labelling and Existing Promotional Stock (or destroy such Distribution Products, Product Labelling or Existing Promotional Stock, as applicable) that are in Buyer’s or its Affiliates’ possession or control and (ii) certify in writing to Seller such cessation and destruction within 30 Business Days following the Closing except for end of each Applicable Transition Period. Buyer shall use, and cause each of its Affiliates to use, commercially reasonable efforts to cease its public use and display of Retained Names and Marks on any claims that Distribution Products, Product Labelling and Existing Promotional Stock as soon as reasonably practicable prior to expiration of the Applicable Transition Period. (d) Seller shall have the right to terminate the licenses to the Retained Names and Marks infringe under this Section 5.15.1 upon written notice to Buyer if Buyer is in material breach of its obligations under this Section 5.15 with respect to the Intellectual Property rights Retained Names and Marks and has failed to cure such material breach within 45 days (or such other time period as the Parties may agree) following written notice from Seller of any Third Partysuch material breach; provided that such period will extend for an additional 30 days if Buyer can reasonably show that it is continuing to make substantial, good faith efforts to cure such material breach. In addition to any and all other available remediesFollowing the Applicable Transition Period or the earlier termination thereof as permitted in this Section 5.15.1(d), Acquiror Buyer 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 cease its use of the Retained Names and Marks by Acquiroron Distribution Products, Product Labelling and Existing Promotional Stock. (e) During the Compression Group Entities Applicable Transition Period, Buyer shall not, and shall and hereby does cause its Affiliates not to, adopt, use, register or seek to register any Trademark Rights, or any domain name or social media identifier, that incorporates or (other than with respect to NDCs) is confusingly similar to any of their respective the Retained Names and Marks. Neither Seller nor any of its Affiliates shall have any obligation hereunder to maintain or undertake the registration, maintenance, prosecution or defense of any of the Retained Names and Marks. As soon as practicable after Closing Date, but in no event later than 90 days following the Closing Date, Seller shall, and shall cause it Affiliates to, as applicable, cancel or abandon any Trademark Rights, domain names, and social media identifiers (or associated accounts) that include both any Retained Names and Marks and any Purchased Trademark. (f) Notwithstanding anything to the contrary, nothing in this Section 5.15 shall require Buyer or its Affiliates to destroy or modify (i) in accordance with the terms and conditions of this Section 5.9any materials kept for archival purposes or only used for internal business operations, or (ii) tooling equipment (other than Product molds) which display any Retained Names and Marks; provided that, to the extent reasonably feasible without undue cost or impediment to the utility or performance of such claims equipment, Buyer shall use commercially reasonable efforts to relabel or modify such equipment so that it no longer displays any Retained Names and Marks. (g) Within the Mold Transition Period, Buyer shall (i) cease all use of the Product molds that are Purchased Assets and that cause any Retained Names and Marks to be applied or embossed on Products (or vials or other containers or packaging therefor) and, as promptly as reasonably practicable after the Mold Transition Period, remove or obliterate any Retained Names and Marks from such molds so that such molds no longer apply or emboss the Retained Names and Marks infringe the Intellectual Property rights of any Third Party; on Products (or (iivials or other containers or packaging therefor) in violation of or, if such removal or outside the scope permitted by this Section 5.9. Notwithstanding anything in this Agreement to the contraryobliteration is not possible, 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 destroy such molds and replace them, shall be entitled to a preliminary injunctionas desired, temporary restraining order or other equivalent relief restraining Acquiror, the Compression Group Entities or with molds that do not cause any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and MarksMarks to be applied or embossed on Products (or vials or other containers or packaging therefor), and (ii) refer certify in writing to Seller that such cessation and removal or obliteration or destruction has been completed within 30 Business Days following the historical fact end of the Mold Transition Period. The Parties acknowledge and agree that the Compression Business was previously conducted under the Retained Names Xxxxx’s rights to use and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the display Retained Names and Marks applied or embossed on Products (or vials or other containers or packaging therefor) are granted to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor PartiesBuyer pursuant to Section 5.15.1(b), subject to this Section 5.15.1(g).

Retained Names and Marks. (a) Acquiror Purchasers hereby acknowledges acknowledge that all right, title and interest in and to the names “ENERGY TRANSFER PARTNERSClaxson Interactive Group” and “ENERGY TRANSFER” namesClaxson”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate 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 AffiliatesSellers, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Companies and the Subsidiaries 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 therewithSellers. Acquiror Purchasers further acknowledges acknowledge that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall they have any no rights, or is and are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided hereinbelow. (b) Acquiror agrees thatEach Company and each Subsidiary shall, except as otherwise contemplated by this Agreementfor a period of 45 Business Days after the date of the Closing, be entitled to use all of such Company’s and such Subsidiary’s existing stocks of signs, letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials (“Existing Stock”) containing the Contributor Parties Retained Names and Marks, after which date the Purchasers shall have no responsibility for claims by third parties arising out of, cause such Company and such Subsidiary to remove or relating to, the use by Acquiror, the Compression Group Entities or any of their respective Affiliates of any obliterate all Retained Names and Marks after from such Existing Stock or cease using such Existing Stock, and transfer to the Closing except for Sellers any claims that rights with respect to Internet domain names incorporating any Retained Names or Marks. The Purchasers and all of the Companies and Subsidiaries, as well as any successors and/or assigns, shall thereafter permanently cease and desist from all use of any of the Retained Names and Marks infringe the Intellectual Property rights in any form or manner, including, without limitation as part of any Third Party. In addition entity name or in connection with any goods or services, and shall not claim or purport to grant 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 third party any and all such claims that may arise out rights with respect to any of the Retained Names and Marks or challenge or assist any third party in challenging in any way any of the Sellers’ rights with respect to same. (c) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks is granted by the Sellers to the Purchasers or the Companies and the Subsidiaries, whether by implication or otherwise, and nothing hereunder permits the Purchasers, any Company or any Subsidiary to use the Retained Names and Marks on any documents, materials, products or services other than in connection with the Existing Stock. The Purchasers shall ensure that all use of the Retained Names and Marks by Acquiror, the Compression Group Entities or any of their respective Affiliates (i) Companies and the Subsidiaries as provided in accordance with the terms and conditions of this Section 5.9, other 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than such claims that the quality of goods and services with respect to which the Business used 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 prior 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror a. The Purchaser hereby acknowledges that all right, title and interest in and to the “ENERGY TRANSFER PARTNERSALBEMARLE” and “ENERGY TRANSFERALBEMARLE CORPORATION” namesnames and the Albemarle logo, together with all variations and acronyms thereof 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 and any associated with any of Goodwill owned by the foregoing Seller other than the Transferred Intellectual Property (collectively, the “Retained Names and Marks”) ), are owned exclusively solely by the Contributor Parties Seller or their respective Affiliatesits Subsidiaries, and that, except as expressly set forth provided in this AgreementSection 5.5, any and all right of Acquiror or the Compression Group Entities Business to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill Goodwill associated therewith. Acquiror Each of the Purchaser and its Subsidiaries further acknowledges that none neither the Purchaser nor any of Acquiror, the Compression Group Entities or their respective its Subsidiaries shall have any rights, or is acquiring any rightsrights on or after the Closing Date, to use the Retained Names and MarksMarks after Closing, except for the rights expressly provided hereinin Section 5.5(b). b. The Purchaser shall be entitled to use, solely in connection with the operation of the Business as operated immediately prior to the Closing Date, all of the existing stocks of signs, letterheads, labels, office forms, packaging, invoice stock, advertisements and promotional materials, inventory and other documents and materials that are included in the Transferred Assets and contain the Retained Names and Marks (b“Existing Stock”) Acquiror agrees thatfor: with respect to any Existing Stock that constitutes exterior or interior facility signage, except a period of 90 days after the Closing and with respect to all other Existing Stock, the longer of (A) 90 days after the date of Closing and (B) 45 days after receipt by the Purchaser of any Existing Stock in transit as of the Closing Date, after which period the Purchaser shall remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, however, that the Purchaser shall use commercially reasonable efforts to ensure that all such Existing Stock used by it hereunder following the Closing shall, to the extent practicable, display a notice, in a format reasonably acceptable to the Seller, indicating that the Business was formerly owned by the Seller, and is now owned and operated by the Purchaser. Notwithstanding anything to the contrary in this Section 5.6, the Purchaser (A) may, at all times after the Closing, (1) keep records and other historical or archived documents containing or referencing the Retained Names and Marks for record and archival purposes, and (2) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks, (B) has no obligation to retrieve or alter any materials that display any Retained Names and Marks and are, as of the Closing, in the possession and control of a third party, or to revise any Contracts, unless required by applicable Law, and (C) may use any Retained Names and Marks (1) to the extent applicable Law would restrict the ability of the Purchaser or any of its Affiliates from operating the Business in any respect (but only while so restricted) and (2) as otherwise contemplated required under applicable Law. c. Except as expressly provided in this Section 5.5, no other right to use the Retained Names and Marks is granted hereunder by the Seller to the Purchaser or any of its Affiliates whether by implication or otherwise, and nothing hereunder permits the Purchaser or any of its Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. The Purchaser shall use commercially reasonable efforts to ensure that all uses of the Retained Names and Marks provided in this Agreement, Section 5.5 shall be only with respect to goods and services of a level of quality substantially similar to the Contributor Parties quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all Goodwill generated by the use of the Retained Names and Marks under this Section 5.5 shall inure solely to the benefit of the Seller. In no event shall the Purchaser or any of its Affiliates use the Retained Names and Marks hereunder in any manner that may reasonably be expected to damage or tarnish the reputation of the Seller or the Goodwill associated with the Retained Names and Marks. d. The Purchaser agrees that the Seller 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 Purchaser and its 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 PartyDate. In addition to any and all other available remedies, Acquiror the Purchaser shall indemnify and hold harmless the Contributor Seller Indemnified 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 Purchaser or any of their respective its Affiliates (i) in accordance with the terms and conditions of this Section 5.95.5, other than such claims (A) that the Retained Names and Marks, consistent with the use of such Retained Names and Marks prior to the Closing, infringe or dilute the Intellectual Property rights of any Third Partythird party, (B) that constitute Excluded Liabilities, or (C) for which the Seller is obligated to indemnify a Purchaser Indemnified Party under Section 8.2; or (ii) in violation of or outside the scope permitted by this Section 5.95.5. Notwithstanding anything in this Agreement to the contrary, Acquiror the Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.95.5, the Contributor PartiesSeller, in addition to any other remedies available to themit, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Acquiror, the Compression Group Entities Purchaser or any of their respective its Affiliates from any such breach or threatened breach. (c) Notwithstanding anything , but may not seek to terminate the contrary in this Agreement, Acquiror shall have the Purchaser’s right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that in accordance with the Compression Group Entities are no longer affiliated with Contributor Partiesterms of this Section 5.5.

Retained Names and Marks. (a) Acquiror Acquirer 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 Agreementprovided below, any and all right of Acquiror Acquirer or the Compression Propane 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. Acquiror Acquirer further acknowledges that none of AcquirorAcquirer, the Compression Propane Group Entities 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 The Propane Group Entities shall, for a period of three hundred-sixty (360) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Propane 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 Acquirer shall, and shall cause the Propane Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock. (c) Except as expressly provided in this Section 5.17 no other right to use the Retained Names and Marks is granted by ETP to Acquirer, its Affiliates or the Propane Group Entities whether by implication or otherwise, and nothing hereunder permits Acquirer, the Propane Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock for three hundred-sixty (360) days as set forth in Section 5.17(b). Acquirer shall ensure that all uses of the Retained Names and Marks as provided in this Section 5.17 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Propane Business prior to the Contribution Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.17 shall inure solely to the benefit of ETP. In no event shall Acquirer, the Propane Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of ETP or the goodwill associated with the Retained Names and Marks. (d) Acquirer agrees that, except as otherwise contemplated by this Agreement, that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by AcquirorAcquirer, the Compression Propane Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Partythird party. In addition to any and all other available remedies, Acquiror Acquirer 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 AcquirorAcquirer, the Compression Propane Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.95.17, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Partythird party; or (ii) in violation of or outside the scope permitted by this Section 5.95.17. Notwithstanding anything in this Agreement to the contrary, Acquiror Acquirer hereby acknowledges that in the event of any breach or threatened breach of this Section 5.95.17, the Contributor Parties, in addition to any other remedies available to themit, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining AcquirorAcquirer, the Compression Propane Group Entities or any of their respective Affiliates from any such breach or threatened breach. (ce) Notwithstanding anything to the contrary in this Agreement, Acquiror Acquirer shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Propane Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror Acquirer shall not use the Retained Names and Marks to promote any products or services and Acquiror Acquirer shall make explicit that the Compression Propane Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) Acquiror Purchaser hereby acknowledges that all right, title and interest in and to the names “ENERGY TRANSFER PARTNERSHitachi” and “ENERGY TRANSFERHNS,” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names corporate names, logos 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 either or both of the Contributor Parties or their respective AffiliatesSellers, and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror or the Compression Group Entities Company 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 therewithappropriate Seller. Acquiror Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees thatThe Purchaser shall, except as otherwise contemplated by this Agreementsoon as practicable after the Closing, but in no event later than 20 Business Days thereafter, cause 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 Company to effect a change in its corporate name to a corporate name that does not contain any Retained Names and Marks Marks. (c) Within 90 days after the Closing except for any claims that Closing, the Purchaser shall use its reasonable best efforts to cause the Company to remove or obliterate all Retained Names and Marks from all existing stocks of signs, letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, and other documents and materials containing 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 or limit the use of such existing stocks for internal use only, and transfer to the Sellers any rights with respect to Internet domain names incorporating any 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 Marks. Except as contemplated by this Section 5.9. Notwithstanding anything in this Agreement 5.05, no right 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 or other equivalent relief restraining Acquiror, the Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks is granted by either of the Sellers to promote the Purchaser or the Company, whether by implication or otherwise, and nothing hereunder permits the Purchaser or the Company to use the Retained Names and Marks on any non-public documents, materials, products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated or unless required to comply with Contributor Partiesapplicable Law.

Retained Names and Marks. (a) Acquiror Purchaser hereby acknowledges that all right, title and interest in and to the names “ENERGY TRANSFER PARTNERSMcGraw Hill”, “McGraw Hill Financial”, “MH” and “ENERGY TRANSFER” namesMHFI”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing foregoing, including the McGraw Hill circle logo (i.e., ) (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties Seller or their respective Affiliatesone or more of its Affiliates (excluding the Acquired Companies), and that, except as expressly set forth in this Agreementprovided below, any and all right of Acquiror the Business or the Compression Group Entities Acquired Companies 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 therewithSeller or one or more of its Affiliates (excluding the Acquired Companies). Acquiror Purchaser further acknowledges that none of Acquiror, the Compression Group Entities or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Acquiror agrees thatThe Purchaser shall, except for a period of 180 days after the date of the Closing, be entitled to have the Acquired Companies use, and Seller (on behalf of itself and its Affiliates) hereby grants a non-exclusive license to the Purchaser and the Acquired Companies to use the Retained Names and Marks solely in connection with the operation of the Business as otherwise contemplated operated prior to the Closing, all of the Acquired Companies’ existing stocks of signs, letterheads, advertisements and promotional materials, inventory, websites and other documents and materials containing the Retained Names and Marks (“Existing Stock”), after which period the Purchaser shall, and shall cause each Acquired Company to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock. (c) Except as expressly provided in this Section 5.06, no other right to use the Retained Names and Marks is granted by the Seller to the Purchaser or any of its Affiliates whether by implication or otherwise, and nothing hereunder shall permit the Purchaser or any of its Affiliates to use the Retained Names and Marks in any manner other than in connection with the Existing Stock. The Purchaser shall, and shall cause each Acquired Company to, ensure that all uses of the Retained Names and Marks as provided in this Section 5.06 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.06 shall inure solely to the benefit of Seller. The Purchaser shall not, and shall cause each Acquired Company not to, (i) use the Retained Names and Marks hereunder in any manner that would reasonably be expected to damage, impair or tarnish the reputation of Seller or its Affiliates (excluding the Acquired Companies) or the goodwill associated with the Retained Names and Marks; or (ii) contest the ownership or validity of any of the Retained Names and Marks during the one (1)-year period after the date of this Agreement, . (d) The Purchaser agrees that the Contributor Parties Seller and its Affiliates (excluding the Acquired Companies) 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 Acquired Companies 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 PartyClosing. In addition to any and all other available remedies, Acquiror the Purchaser shall indemnify and hold harmless Seller and its Affiliates (excluding the Contributor Parties and their respective officers, directors, employees, agentsAcquired Companies), 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 Acquired Companies (i) in accordance with the terms and conditions of this Section 5.95.06, other than such claims that the Retained Names and Marks infringe or otherwise violate the Intellectual Property rights of any Third Partythird party; or (ii) in violation of or outside the scope permitted by this Section 5.95.06. Notwithstanding anything in this Agreement to the contrary, Acquiror the Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.95.06, the Contributor PartiesSeller, in addition to any other remedies available to themit, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Acquiror, the Compression Group Entities Business or any of their respective Affiliates the Acquired Companies from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.