Common use of Retained Names and Marks Clause in Contracts

Retained Names and Marks. (a) Each of CLNC and CLNC OP agrees and acknowledges that, except as set forth in this Section 4.12, nothing herein grants CLNC, CLNC OP or their respective Affiliates any trademark rights in any of the words, marks, corporate symbols, acronyms or logos listed on Section 4.12(a) of the Disclosure Schedules or any confusingly similar derivation thereof (collectively the “Colony Marks”). Except as set forth in this Section 4.12 or Section 4.12(b) of the Disclosure Schedules, neither CLNC nor CLNC OP shall, and CLNC and CLNC OP shall cause their respective Affiliates not to, use the Colony Marks in connection with the products or services of CLNC and its Affiliates or for any other trademark purpose following the Closing. (b) Each of CLNC and CLNC OP acknowledges and agrees that effective as of the Closing, the Trademark License Agreements automatically terminate and will be of no further force or effect. Subject to compliance with the quality control provisions and other terms of this Section 4.12, beginning on the Closing Date and until the twelve (12)-month anniversary thereof (or such earlier date as to which CLNC provides a written notice to Manager that it will cease to use the Colony Marks) (the “Marks Transition Period”), Manager and its Affiliates hereby grant to CLNC and its Affiliates a non-exclusive, royalty-free license to use the Colony Marks in connection with the business of CLNC and its controlled Affiliates to the extent and in substantially the same manner as used prior to Closing (including on websites and materials such as signs, account statements, prospectuses, invoices, order forms, labels, letterheads, business cards and corporate names, registered names, fictitious or doing-business-as names or other similar applications). Notwithstanding and without limiting the foregoing, CLNC and its controlled Affiliates shall use commercially reasonable efforts to minimize and cease use of the Colony Marks by CLNC and its Affiliates following the date hereof (and in any event prior to the expiration of the Marks Transition Period) including by (i) making filings with any Governmental Authority and take all other actions to eliminate the use of the term “Colony,” either alone or in combination with other words or elements, or any confusingly similar derivation thereof, from CLNC’s and its controlled Affiliates’ respective corporate names, registered names, fictitious or doing-business-as names or other similar applications and (ii) ceasing the use of the Colony Marks in the business of CLNC and its Affiliates, including by removing the Colony Marks from their respective signs, account statements, prospectuses, invoices, order forms, labels, letterheads and business cards. (c) As licensee of the Colony Marks, CLNC and its Affiliates shall: (i) maintain the quality of the goods and services with which such Colony Marks are used at least the same level of quality maintained by them prior to the Closing; (ii) comply with all applicable Laws and regulations pertaining to the goods and services with which such Colony Marks are used; (iii) use the Colony Marks in accordance with sound trademark usage principles and adhere to Manager’s reasonable instructions regarding use and appearance of the Colony Marks; (iv) upon Manager’s reasonable request, permit Manager to inspect the quality of the goods and services with which such Colony Marks are used or otherwise provide Manager confirmation that applicable quality standards are being met or exceeded, and promptly correct, any material deficiencies in quality identified by Manager, and (v) not use the Colony Marks in any manner that would detract from the goodwill associated with such Colony Marks. (d) Notwithstanding anything to the contrary herein, CLNC, CLNC OP and their respective Affiliates shall not be in breach of this Section 4.12, even after the Xxxx Transition Period, by reason of any use by CLNC, CLNC OP and their respective Affiliates of the Colony Marks (i) in internal historical, tax, employment or similar records or for purposes of disclosures as are reasonably necessary and appropriate to describe the historical relationship of the Parties, and (ii) in a manner that does not constitute a “trademark use” or that otherwise constitutes a “nominative use” under applicable Law; provided that such use does not give rise to a likelihood of confusion as to the source or origin of any goods or services or imply any endorsement by, or ongoing association with, Manager and its Affiliates. (e) All goodwill arising from the use of the Colony Marks as described in this Section 4.12 shall inure to the sole and exclusive benefit of Manager and its Affiliates. (f) Notwithstanding the foregoing, nothing in this Section 4.12 shall restrict CLNC, CLNC OP or their respective Affiliates rights in and rights to use “CLNC” as a xxxx, corporate symbol, acronym, logo or otherwise.

Retained Names and Marks. (ai) Each of CLNC and CLNC OP Buyer agrees and acknowledges that, except as set forth in this Section 4.128.4 or the TSA, nothing herein grants CLNC, CLNC OP Buyer or their respective its Affiliates any trademark rights in any registered or unregistered Trademarks incorporating the word “Rubicon” or any of the words, marks, corporate symbols, acronyms or logos listed on Section 4.12(aMarks owned by Sellers and their respective Subsidiaries (except as included in the Purchased Assets) of the Disclosure Schedules or any confusingly similar derivation thereof Marks (collectively collectively, the “Colony Seller Marks”)) or in any Internet Properties that include all or any portion of the Seller Marks. Except as set forth in this Section 4.12 8.4(b) or Section 4.12(b) of the Disclosure SchedulesTSA, neither CLNC nor CLNC OP shallBuyer shall not, and CLNC and CLNC OP shall cause their respective its Affiliates not to, use the Colony Seller Marks in connection with the products or services of CLNC and its Affiliates or for any other trademark purpose Technology Business following the Closing. Within ninety (90) Business Days of the Closing Date, Buyer shall cause each Transferred Entity, to the extent it has a name that includes any Seller Mark, to make any legal filings necessary to change its name to a name that does not include any Seller Mark, and shall use commercially reasonable efforts to effectuate such change. (bii) Each of CLNC and CLNC OP acknowledges and agrees Until the date that effective as of the Closing, the Trademark License Agreements automatically terminate and will be of no further force or effect. Subject to compliance with the quality control provisions and other terms of this Section 4.12, beginning on is three (3) months following the Closing Date and until the twelve (12)-month anniversary thereof (or such earlier date as to which CLNC provides a written notice to Manager that it will cease to use the Colony Marks) (the “Marks Transition Period”), Manager Sellers and their respective Subsidiaries hereby grant to Buyer and its Affiliates hereby grant to CLNC and its Affiliates (including, following the Closing, the Transferred Entities) a worldwide, non-exclusive, sublicensable (solely to existing sublicensees, and vendors, distributors, and other service providers in connection with the operation of the Technology Business, and not for independent use of such sublicensee) royalty-free license to use the Colony Seller Marks in connection with the business operation of CLNC and its controlled Affiliates to the extent and in substantially the same manner as used prior to Closing (Technology Business, including on websites and materials such as signs, account statements, prospectusespurchase orders, invoices, order formssales orders, labels, letterheads, shipping documents, business cards and corporate namesproduct packaging and as used on any Technology Business products or related materials existing as of Closing and included in the Purchased Assets. Promptly following the Closing, registered names, fictitious or doing-business-as names or other similar applications). Notwithstanding and without limiting the foregoing, CLNC and its controlled Affiliates Buyer shall use commercially all reasonable efforts to minimize and cease effect the elimination of any use of the Colony Seller Marks in the Technology Business, including by CLNC removing the Seller Marks from the Technology Business’ respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and its Affiliates following the date hereof (advertising materials, and in any event prior to shall effect such elimination of use no later than the expiration of the Marks Transition Period) including Period (except as expressly permitted by (i) making filings with any Governmental Authority and take all other actions to eliminate the use of the term “Colony,” either alone or in combination with other words or elements, or any confusingly similar derivation thereof, from CLNC’s and its controlled Affiliates’ respective corporate names, registered names, fictitious or doing-business-as names or other similar applications and (ii) ceasing the use of the Colony Marks in the business of CLNC and its Affiliates, including by removing the Colony Marks from their respective signs, account statements, prospectuses, invoices, order forms, labels, letterheads and business cards. (c) As licensee of the Colony Marks, CLNC and its Affiliates shall: (i) maintain the quality of the goods and services with which such Colony Marks are used at least the same level of quality maintained by them prior to the Closing; (ii) comply with all applicable Laws and regulations pertaining to the goods and services with which such Colony Marks are used; (iii) use the Colony Marks in accordance with sound trademark usage principles and adhere to Manager’s reasonable instructions regarding use and appearance of the Colony Marks; (iv) upon Manager’s reasonable request, permit Manager to inspect the quality of the goods and services with which such Colony Marks are used or otherwise provide Manager confirmation that applicable quality standards are being met or exceeded, and promptly correct, any material deficiencies in quality identified by Manager, and (v) not use the Colony Marks in any manner that would detract from the goodwill associated with such Colony Marks. (d) Notwithstanding anything to the contrary herein, CLNC, CLNC OP and their respective Affiliates shall not be in breach of this Section 4.12, even after the Xxxx Transition Period, by reason of any use by CLNC, CLNC OP and their respective Affiliates of the Colony Marks (i) in internal historical, tax, employment or similar records or for purposes of disclosures as are reasonably necessary and appropriate to describe the historical relationship of the Parties, and (ii) in a manner that does not constitute a “trademark use” or that otherwise constitutes a “nominative use” under applicable Law; provided that such use does not give rise to a likelihood of confusion as to the source or origin of any goods or services or imply any endorsement by, or ongoing association with, Manager and its Affiliates. (e) All goodwill arising from the use of the Colony Marks as described in this Section 4.12 shall inure to the sole and exclusive benefit of Manager and its Affiliates. (f) TSA). Notwithstanding the foregoing, nothing in this Section 4.12 shall restrict CLNC8.4(a) is intended to prohibit any use (or require any destruction, CLNC OP removal, striking or their respective covering over, or other elimination) by Buyer or its Affiliates rights (including, following the Closing, the Transferred Entities) of any Seller Marks (1) on existing internal materials or otherwise as reasonably necessary for internal business purposes that are not public facing, such as archived webpages, records or systems, (2) to the extent required or permitted by applicable Law or any Technology Business Contract, or (3) to factually refer to the historical relationship between Seller and its Subsidiaries and the Technology Business, including in historical, tax, regulatory and rights to use “CLNC” as a xxxx, corporate symbol, acronym, logo or otherwisesimilar records.