Common use of Retained Names and Marks Clause in Contracts

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

Retained Names and Marks. (a) Buyer agrees and acknowledges that, except as set forth in Section 8.5(b8.6(b), nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered trademarks, service marks, certification marks, logos and trade dress Trademarks incorporating the word “Chart”, including, for the avoidance of doubt, ” or any of the words, marks, corporate symbols, acronyms or logos listed on Schedule 8.5(a8.6(a) or any derivation thereof (collectively the “Chart Marks”). Except as set forth in Section 8.5(b8.6(b), Buyer shall not, and shall cause its Affiliates not to, use the Chart Marks in connection with the Business or for any other purpose following the Closing. (b) Effective as of the Closing and until the nine six (96) month anniversary of the Closing Date (the “Marks Transition Period”), Parent Seller and its Affiliates hereby grants grant to Buyer and its Affiliates a limited, worldwide, non-exclusive, non-transferrable, royalty-free license to use the Chart Marks solely as necessary in connection with the Business, including on websites and materials such as signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Promptly following the Closing (and in any event prior Prior to the expiration of the Marks Transition Period), Buyer shall and shall cause each of its Affiliates (including the Acquired Company)Companies, as applicable, (i) to make all filings with any Governmental Body and take all other actions to eliminate the use of any Chart Marks from its their respective corporate namenames, registered names, fictitious or doing-business-as names or other similar applications and (ii) to effect the elimination of any use of the Chart Marks in the Business, including by removing the Chart Marks from their respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials; provided, however, that with respect to paper goods and other similar inventory items, Buyer and its Affiliates shall be permitted to (including with respect to allow the Acquired Company) Companies to use any such amounts of materials existing at the Closing until they are depleted; provided further, however, that, notwithstanding the foregoing, with respect to Chart China, the Marks Transition Period shall be deemed to terminate upon the three (3) month anniversary of the China Transfer rather than the Closing. (c) Notwithstanding the foregoing, subject to Section 12.312.2, Buyer and its Affiliates shall be permitted to communicate to third parties that they have purchased the Business Acquired Companies from Parent and Sellers and reference such names in such communications (including with reference to Parent or SellersParent).

Retained Names and Marks. (a) Buyer agrees hereby acknowledges that Seller or its Affiliates own all right, title and acknowledges interest in and to the company names, trade names, logos, trade dress and other Trademark rights set forth on Schedule 5.14.1 (collectively, the “Retained Names and Marks”), and that, except as set forth in Section 8.5(b)expressly provided below, nothing herein grants neither Buyer or nor its Affiliates shall have any rights in any registered or unregistered trademarks, service marks, certification marks, logos and trade dress incorporating the word “Chart”, including, for the avoidance of doubt, any of the words, marks, corporate symbols, acronyms or logos listed on Schedule 8.5(a) or any derivation thereof (collectively the “Chart Marks”). Except as set forth in Section 8.5(b), Buyer shall not, and shall cause its Affiliates not to, right to use the Chart Marks in connection with the Business or for any other purpose following the ClosingRetained Names and Marks. (b) Effective Subject to the terms and conditions of this Agreement, Buyer shall, during the Applicable Transition Period, be entitled to use (and shall have a limited non-exclusive, non-transferable license to use, with the right to sublicense to distributors and subcontractors in the ordinary course of business, the Retained Names and Marks solely as such Retained Names and Marks are used therein or thereon) all of the Closing Product Business’s existing stocks of promotional materials, including all website content and until such other documents and materials in existence and included within the nine Purchased Product Records (9) month anniversary of the Closing Date (collectively, the “Marks Transition PeriodExisting Stock”), Parent in each case, containing the Retained Names and Marks solely in connection with the operation of the Product Business as operated immediately prior to Closing, after which Applicable Transition Period, Buyer shall cause the removal or obliteration of all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided that Buyer may only use Existing Stock during the Applicable Transition Period to the extent it is impracticable for Buyer to use remove or obliterate the Retained Names and Marks from such Existing Stock prior to the use thereof, or to use, in lieu of Existing Stock, content, documents and materials that do not contain the Retained Names and Marks. (c) Subject to the terms and conditions of this Agreement and the Transition Services Agreement, Seller (on behalf of itself and its Affiliates) hereby grants to Buyer and its Affiliates a limited, worldwide, non-exclusive, royalty-free, non-transferrable, royalty-free assignable (except in accordance with Section 9.7) license to use use, with the Chart right to sublicense to distributors and subcontractors in the ordinary course of business, (i) the Retained Names and Marks solely in the Territory and solely to identify Seller or any of its Affiliates as necessary in connection with the Business, including manufacturer of the Purchased Inventory and of any units of Product supplied under the Transition Services Agreement (“Supplied Product”) on websites the Product Labeling for such Purchased Inventory and materials such as signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Promptly following the Closing (and in any event prior Supplied Product solely to the expiration extent such identification is required by applicable Law and solely to the extent that Seller or any of its Affiliates is the manufacturer of such Purchased Inventory or Supplied Product, (ii) Seller’s Product Labeling solely in the distribution and sale of any Purchased Inventory and Supplied Product in the Territory, which license in (i) and (ii) shall terminate on the earlier to occur of (x) the expiry of the Applicable Transition Period and (y) the termination of such license in accordance with this Section 5.14.1(c). Seller shall have the right to terminate the licenses to the Retained Names and Marks under this Section 5.14.1 upon written notice to Buyer, if Buyer is in material breach of its obligations under this Section 5.14 with respect to the Retained Names and Marks and has failed to cure such material breach within 30 days (or such other time period as the Parties may agree) following written notice from Seller of such material breach. Following the Applicable Transition PeriodPeriod or the earlier termination thereof as permitted in this Section 5.14.1(c), Buyer shall and shall cause each of its Affiliates (including the Acquired Company), as applicable, (i) to make cease all filings with any Governmental Body and take all other actions to eliminate the use of any Chart Marks from its corporate name, registered names, fictitious or doing-business-as names or other similar applications and (ii) to effect the elimination of any use of the Chart Retained Names and Marks in the Business, including by removing the Chart Marks from their respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials; provided, however, that with respect to paper goods and other similar inventory items, Buyer and its Affiliates shall be permitted to (including with respect to the Acquired Company) use on any such amounts of materials existing at the Closing until they are depletedPurchased Inventory or on any Supplied Product. (cd) Notwithstanding During and after the foregoing, subject to Section 12.3Applicable Transition Period, Buyer shall not, and shall and hereby does cause its Affiliates shall be permitted not to, adopt, use, register or seek to communicate register any Trademark, or any domain name or social media identifier that contains a term, that is substantially similar to, confusingly similar to third parties that they have purchased or dilutive of any of the Business from Parent Retained Names and Sellers Marks (together with all variations, translations, transliterations and reference such names in such communications (including with reference to Parent or Sellersacronyms thereof).

Retained Names and Marks. (a) Buyer agrees and acknowledges that, except as set forth in this Section 8.5(b)7.7, nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered trademarks, service marks, certification marks, logos and trade dress Trademarks incorporating the word “Chart”, including, for the avoidance of doubt, Allscripts” or any of the words, marks, corporate symbols, acronyms or logos listed on Schedule 8.5(aof Sellers and their respective Affiliates (except as included in the Purchased Assets) or any derivation thereof (collectively collectively, the “Chart Seller Marks”). Except as set forth in Section 8.5(b7.7(b), Buyer shall not, and shall cause its Affiliates not to, use the Chart Seller Marks in connection with the EPSi Business or for any other purpose following the Closing. (b) Effective as of the Closing and until the nine three (93) month anniversary of the Closing Date (the “Marks Transition Period”), Parent Sellers and their respective Affiliates hereby grants grant to Buyer and its Affiliates a limited, worldwide, non-exclusive, non-transferrable, royalty-free license to use the Chart Seller Marks solely as necessary in connection with the operation of the EPSi Business, including on websites and materials such as signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Promptly following the Closing (and in any event prior to the expiration of the Marks Transition Period), Buyer shall and shall cause each of its Affiliates (including the Acquired Company), as applicable, (i) to make all filings with any Governmental Body and take all other actions to eliminate the use of any Chart Marks from its corporate name, registered names, fictitious or doing-business-as names or other similar applications and (ii) to effect the elimination of any use of the Chart Seller Marks in the EPSi Business, including by removing the Chart Seller Marks from their the EPSi Business’ respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials; provided, however, that with respect to paper goods and other similar inventory items, Buyer and its Affiliates shall be permitted to (including with respect to the Acquired Company) use any such amounts of materials existing at the Closing until they are depleted. (c) Notwithstanding the foregoing, subject to Section 12.3, Buyer and its Affiliates shall be permitted to communicate to third parties that they have purchased the Business from Parent and Sellers and reference such names in such communications (including with reference to Parent or Sellers).