Common use of Retained Names Clause in Contracts

Retained Names. (a) By no later than twelve (12) months following the Distribution Date, Versum shall, and shall cause each member of the Versum Group to, change its name and cause its certificate of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Retained Names. Following the Distribution Date, Versum shall, and shall cause the members of the Versum Group to, as soon as practicable, but in no event later than eighteen (18) months following the Distribution Date, cease to (i) make any use of any Air Products Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen (18) months following the Distribution Date, Versum shall, and shall cause the members of the Versum Group to, remove, strike over, or otherwise obliterate all Air Products Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them), including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products on the “xxx.Xxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter Versum, and not Air Products, is responsible for the operation of the Versum Business, including such website and any applicable services. Any use by the members of the Versum Group of any of the Air Products Retained Names as permitted in this Section 5.3(a) is subject to their use of the Air Products Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Retained Names as of the Distribution Date. Versum and the members of the Versum Group shall not use the Air Products Retained Names in a manner that may reflect negatively on such name and marks or on Air Products or any member of the Air Products Group. Upon expiration or termination of the rights granted to the Versum Group pursuant to this Section 5.3(a), Versum hereby assigns, and shall cause the other members of the Versum Group to assign, to Air Products their rights (if any) to any Trademarks forming a part of or associated with the Air Products Retained Names. Air Products shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products in relation to use of the Air Products Retained Names. Versum shall indemnify, defend and hold harmless Air Products and the members of the Air Products Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Group of the Air Products Retained Names pursuant to this Section 5.3(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products and the members of the Air Products Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.3.

Retained Names. (a) By no No later than twelve twenty (1220) months days following the Distribution Date, Versum Veralto shall, and shall cause each member the other members of the Versum Group toVeralto Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Xxxxxxx Retained Names. Following the Distribution Date, Versum unless otherwise directed by Xxxxxxx, Veralto shall, and shall cause the other members of the Versum Veralto Group, to (i) immediately cease to hold themselves out as having any affiliation with Xxxxxxx or any other member of the Xxxxxxx Group to(provided that this obligation shall not apply to inventory of printed materials of the Veralto Group existing as of the Distribution Date), and (ii) as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Date, cease to (i) make any use of any Air Products Xxxxxxx Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Date, Versum Veralto shall, and shall cause the other members of the Versum Group toVeralto Group, to remove, strike over, or otherwise obliterate all Air Products Xxxxxxx Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Veralto Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Veralto shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products Xxxxxxx on the “xxx.Xxxxxx.xxxxxx.xxxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter VersumVeralto, and not Air ProductsXxxxxxx, is responsible for the operation of the Versum Veralto Business, including such website and any applicable services. Any use by the members of the Versum Veralto Group of any of the Air Products Xxxxxxx Retained Names as permitted in this Section 5.3(a4.2(a) is subject to their use of the Air Products Xxxxxxx Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Xxxxxxx Retained Names as of the Distribution Date. Versum Veralto and the members of the Versum Veralto Group shall not use the Air Products Xxxxxxx Retained Names in a manner that may reflect negatively on such name and marks or on Air Products Xxxxxxx or any other member of the Air Products Xxxxxxx Group. Upon expiration or termination of the rights granted to the Versum Veralto Group pursuant to this Section 5.3(a)4.2, Versum Veralto hereby assigns, and shall cause the other members of the Versum Veralto Group to assign, to Air Products Xxxxxxx their rights (if any) to any Trademarks forming a part of or associated with the Air Products Xxxxxxx Retained Names. Air Products Xxxxxxx shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Veralto Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products Xxxxxxx in relation to use of the Air Products Xxxxxxx Retained Names. Versum Veralto shall indemnify, defend and hold harmless Air Products Xxxxxxx and the members of the Air Products Xxxxxxx Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Veralto Group of the Air Products Xxxxxxx Retained Names pursuant to this Section 5.3(a4.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products Xxxxxxx and the members of the Air Products Xxxxxxx Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.34.2.

Retained Names. (a) By no No later than twelve ninety (1290) months days following the Distribution Date, Versum OmniAb shall, and shall cause each member the members of the Versum Group toOmniAb Group, to change its name their respective names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Ligand Retained Names. Following . (b) Subject to Section 4.2(c), following the Distribution Date, Versum unless otherwise directed by Ligand in writing, OmniAb shall, and shall cause the members of the Versum OmniAb Group to, as soon as reasonably practicable, but in no event later than eighteen six (186) months following the Distribution Date, cease to (i) make any use of any Air Products Ligand Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as reasonably practicable but in no event later than eighteen six (186) months following the Distribution Date, Versum OmniAb shall, and shall cause the members of the Versum Group toOmniAb Group, to remove, strike over, or otherwise obliterate all Air Products Ligand Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)OmniAb Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software Software and other materials and systems; provided. (c) Notwithstanding anything to the contrary in this Section 4.2, howeverno member of the OmniAb Group shall (i) be obligated to cease using or displaying any of the Ligand Retained Names on any (A) non-public-facing, that Versum shall promptly non-customer facing and non-vendor facing documents or materials or (B) executed copies of any Contract, in each case of (A) and (B), in existence, used or disseminated as of the Distribution Date which bear any of the Ligand Retained Names, or (ii) be in breach of this Section 4.2 if, after the Distribution Date post a disclaimer Date, it (x) uses any of the Ligand Retained Names in a form nominative manner in textual sentences referencing the historical relationship between Ligand and manner reasonably acceptable to Air Products the Ligand Group, on the “xxx.Xxxxxx.xxx” website informing its customers that one hand, and the OmniAb Group, on the other hand, which references are factually accurate and reasonably necessary to describe such historical relationship, (y) retains any copies of any books, records or other materials that, as of the Separation Time Distribution Date, contain or display any of the Ligand Retained Names and thereafter Versum, such copies are used solely for internal or archival purposes (and not Air Productspublic display) or (z) uses any of the Ligand Retained Names to comply with applicable Laws or stock exchange regulations or for litigation, is responsible regulatory or corporate filings and documents filed by a member of the OmniAb Group or any of its Affiliates with any Governmental Entity. (d) Ligand hereby grants to the OmniAb Group a non-exclusive, royalty-free, non-transferable, license to use and display the Ligand Retained Names for the operation periods set forth in this Section 4.2 as permitted by this Section 4.2 in connection with the transactions contemplated herein. (e) Any and all use of the Versum Business, including such website Ligand Retained Names by the OmniAb Group and any applicable servicesthe goodwill afforded thereby shall inure to the sole benefit of Ligand. Any use by the members of the Versum OmniAb Group of any of the Air Products Ligand Retained Names as permitted in this Section 5.3(a) 4.2 is subject to their use of the Air Products Ligand Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Ligand Retained Names as of the Distribution Date. Versum OmniAb and the other members of the Versum OmniAb Group shall not use the Air Products Ligand Retained Names in a manner that may reflect reflects negatively on such name and marks the Ligand Retained Names or on Air Products Ligand or any member of the Air Products Ligand Group. Upon expiration or termination of the rights granted to the Versum OmniAb Group pursuant to this Section 5.3(a)4.2, Versum OmniAb hereby assigns, and shall cause the other members of the Versum OmniAb Group to assign, to Air Products Ligand their respective rights (if any) to any Trademarks forming a part of or associated with the Air Products Ligand Retained Names. Air Products Ligand shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum OmniAb Group fails to comply with the foregoing terms and conditions in this Section 4.2 in any material respect or otherwise fails to comply with any reasonable written direction of Air Products Ligand in relation to any member of the OmniAb Group’s use of the Air Products Ligand Retained Names, and, in each case, such member of the OmniAb Group has not cured such failure within thirty (30) days after such member of the OmniAb Group’s receipt of written notice from Ligand of such failure. Versum OmniAb shall indemnify, defend and hold harmless Air Products Ligand and the members of the Air Products Ligand Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum OmniAb Group of the Air Products Ligand Retained Names pursuant to this Section 5.3(a)4.2. (bf) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products Ligand and the members of the Air Products Ligand Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.34.2.

Retained Names. (a) By no No later than twelve twenty (1220) months days following the Distribution Date, Versum Fortive shall, and shall cause each member the members of the Versum Group toFortive Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Xxxxxxx Retained Names. Following the Distribution Date, Versum Fortive shall, and shall cause the members of the Versum Fortive Group, to (i) immediately cease to hold themselves out as having any affiliation with Xxxxxxx or any members of the Xxxxxxx Group to(provided that this obligation shall not apply to inventory of printed materials of the Fortive Group existing as of the Distribution Date), and (ii) as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Date, cease to (i) make any use of any Air Products Xxxxxxx Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Date, Versum Fortive shall, and shall cause the members of the Versum Group toFortive Group, to remove, strike over, or otherwise obliterate all Air Products Xxxxxxx Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Fortive Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Fortive shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products Xxxxxxx on the “xxx.Xxxxxx.xxxxxx.xxxxxxx.xxx” website informing its customers that as of the Separation Effective Time and thereafter VersumFortive, and not Air ProductsXxxxxxx, is responsible for the operation of the Versum Fortive Business, including such website and any applicable services. Any use by the members of the Versum Fortive Group of any of the Air Products Xxxxxxx Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products Xxxxxxx Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Xxxxxxx Retained Names as of the Distribution Date. Versum Fortive and the members of the Versum Fortive Group shall not use the Air Products Xxxxxxx Retained Names in a manner that may reflect negatively on such name and marks or on Air Products Xxxxxxx or any member of the Air Products Xxxxxxx Group. Upon expiration or termination of the rights granted to the Versum Fortive Group pursuant to this Section 5.3(a)Section, Versum Fortive hereby assigns, and shall cause the other members of the Versum Fortive Group to assign, to Air Products Xxxxxxx their rights (if any) to any Trademarks forming a part of or associated with the Air Products Xxxxxxx Retained Names. Air Products Xxxxxxx shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Fortive Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products Xxxxxxx in relation to use of the Air Products Xxxxxxx Retained Names. Versum Fortive shall indemnify, defend and hold harmless Air Products Xxxxxxx and the members of the Air Products Xxxxxxx Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Fortive Group of the Air Products Xxxxxxx Retained Names pursuant to this Section 5.3(a5.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 5.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products Xxxxxxx and the members of the Air Products Xxxxxxx Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.35.2.

Retained Names. (a) By Except for the use of DuPont Retained Names set forth on Schedule 5.2, no later than twelve twenty (1220) months days following the Distribution Date, Versum Chemours shall, and shall cause each member the members of the Versum Group toChemours Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products DuPont Retained Names. Following the Distribution Date, Versum Chemours shall, and shall cause the members of the Versum Group Chemours Group, to, as soon as practicable, but in no event later than eighteen (18) months following the Distribution Date, cease to (i) make any use of any Air Products DuPont Retained Names, and (ii) hold themselves out as having any affiliation with Air Products DuPont or any members of the Air Products DuPont Group. In furtherance thereof, as soon as practicable but in no event later than eighteen (18) months following the Distribution Date, Versum Chemours shall, and shall cause the members of the Versum Group toChemours Group, to remove, strike over, or otherwise obliterate all Air Products DuPont Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Chemours Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Chemours shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products DuPont on the “xxx.Xxxxxx.xxxxxx.Xxxxxxxx.xxx” website informing its customers that as of the Separation Effective Time and thereafter VersumChemours, and not Air ProductsDuPont, is responsible for the operation of the Versum Chemours Business, including such website and any applicable services. Any use by the members of the Versum Chemours Group of any of the Air Products DuPont Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products DuPont Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products DuPont Retained Names as of the Distribution Date. Versum Chemours and the members of the Versum Chemours Group shall not use the Air Products DuPont Retained Names in a manner that may reflect negatively on such name and marks or on Air Products DuPont or any member of the Air Products DuPont Group. Upon expiration or termination of the rights granted to the Versum Chemours Group pursuant to this Section 5.3(a)Section, Versum Chemours hereby assigns, and shall cause the other members of the Versum Chemours Group to assign, to Air Products DuPont their rights (if any) to any Trademarks forming a part of or associated with the Air Products DuPont Retained Names. Air Products DuPont shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Chemours Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products DuPont in relation to use of the Air Products DuPont Retained Names. Versum Chemours shall indemnify, defend and hold harmless Air Products DuPont and the members of the Air Products DuPont Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Chemours Group of the Air Products DuPont Retained Names pursuant to this Section 5.3(a5.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 5.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products DuPont and the members of the Air Products DuPont Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.35.2.

Retained Names. (a) By no No later than twelve twenty (1220) months days following the Distribution Effective Date, Versum Envista shall, and shall cause each member the members of the Versum Group toEnvista Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Xxxxxxx Retained Names. Following the Distribution Effective Date, Versum unless otherwise directed by Danaher, Envista shall, and shall cause the members of the Versum Envista Group, to (i) immediately cease to hold themselves out as having any affiliation with Xxxxxxx or any members of the Xxxxxxx Group to(provided that this obligation shall not apply to inventory of printed materials of the Envista Group existing as of the Effective Date), and (ii) as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Effective Date, cease to (i) make any use of any Air Products Xxxxxxx Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Effective Date, Versum Envista shall, and shall cause the members of the Versum Group toEnvista Group, to remove, strike over, or otherwise obliterate all Air Products Xxxxxxx Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Envista Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Envista shall promptly after the Distribution Effective Date post a disclaimer in a form and manner reasonably acceptable to Air Products Xxxxxxx on the “xxx.Xxxxxx.xxxxxx.Xxxxxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter VersumEnvista, and not Air ProductsXxxxxxx, is responsible for the operation of the Versum Envista Business, including such website and any applicable services. Any use by the members of the Versum Envista Group of any of the Air Products Xxxxxxx Retained Names as permitted in this Section 5.3(a4.2(a) is subject to their use of the Air Products Xxxxxxx Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Xxxxxxx Retained Names as of the Distribution Effective Date. Versum Envista and the members of the Versum Envista Group shall not use the Air Products Xxxxxxx Retained Names in a manner that may reflect negatively on such name and marks or on Air Products Xxxxxxx or any member of the Air Products Xxxxxxx Group. Upon expiration or termination of the rights granted to the Versum Envista Group pursuant to this Section 5.3(a)Section, Versum Envista hereby assigns, and shall cause the other members of the Versum Envista Group to assign, to Air Products Xxxxxxx their rights (if any) to any Trademarks forming a part of or associated with the Air Products Xxxxxxx Retained Names. Air Products Xxxxxxx shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Envista Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products Xxxxxxx in relation to use of the Air Products Xxxxxxx Retained Names. Versum Envista shall indemnify, defend and hold harmless Air Products Xxxxxxx and the members of the Air Products Xxxxxxx Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Envista Group of the Air Products Xxxxxxx Retained Names pursuant to this Section 5.3(a4.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products Xxxxxxx and the members of the Air Products Xxxxxxx Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.34.2.

Retained Names. (a) By no No later than twelve twenty (1220) months days following the Distribution Date, Versum SpinCo shall, and shall cause each member the members of the Versum Group toSpinCo Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Parent Retained Names. Following the Distribution Date, Versum SpinCo shall, and shall cause the members of the Versum SpinCo Group, to (i) immediately cease to hold themselves out as having any ownership affiliation with Parent or any members of the Parent Group to(provided that this obligation shall not apply to inventory of printed materials of the SpinCo Group existing as of the Distribution Date), and (ii) except as set forth in any Ancillary Agreement, as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Date, cease to (i) make any use of any Air Products Parent Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, and except as set forth in any Ancillary Agreement, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Date, Versum SpinCo shall, and shall cause the members of the Versum Group toSpinCo Group, to remove, strike over, or otherwise obliterate all Air Products Parent Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)SpinCo Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum SpinCo shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products Parent on the “xxx.Xxxxxx.xxxxxx.XxxxXx.xxx” website informing its customers that as of the Separation Effective Time and thereafter VersumSpinCo, and not Air ProductsParent, is responsible for the operation of the Versum SpinCo Business, including such website and any applicable services. Any use by the members of the Versum SpinCo Group of any of the Air Products Parent Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products Parent Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Parent Retained Names as of the Distribution Date. Versum SpinCo and the members of the Versum SpinCo Group shall not use the Air Products Parent Retained Names in a manner that may reflect negatively on such name and marks or on Air Products Parent or any member of the Air Products Parent Group. Upon expiration or termination of the rights granted to the Versum SpinCo Group pursuant to this Section 5.3(a)or any Ancillary Agreement, Versum SpinCo hereby assigns, and shall cause the other members of the Versum SpinCo Group to assign, to Air Products Parent their rights (if any) to any Trademarks forming a part of or associated with the Air Products Parent Retained Names. Air Products Except as set forth in any Ancillary Agreement, Parent shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum SpinCo Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products Parent in relation to use of the Air Products Parent Retained Names. Versum SpinCo shall indemnify, defend and hold harmless Air Products Parent and the members of the Air Products Parent Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum SpinCo Group of the Air Products Parent Retained Names pursuant to this Section 5.3(a5.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 5.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products Parent and the members of the Air Products Parent Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.35.2.

Retained Names. (a) By Except for the DuPont Retained Names set forth on Schedule 5.2, no later than twelve twenty (1220) months days following the Distribution Date, Versum Chemours shall, and shall cause each member the members of the Versum Group toChemours Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products DuPont Retained Names. Following the Distribution Date, Versum Chemours shall, and shall cause the members of the Versum Group Chemours Group, to, as soon as practicable, but in no event later than eighteen (18) months following the Distribution Date, cease to (i) make any use of any Air Products DuPont Retained Names, and (ii) hold themselves out as having any affiliation with Air Products DuPont or any members of the Air Products DuPont Group. In furtherance thereof, as soon as practicable but in no event later than eighteen (18) months following the Distribution Date, Versum Chemours shall, and shall cause the members of the Versum Group toChemours Group, to remove, strike over, or otherwise obliterate all Air Products DuPont Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Chemours Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Chemours shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products DuPont on the “xxx.Xxxxxx.xxxxxx.Xxxxxxxx.xxx” website informing its customers that as of the Separation Effective Time and thereafter VersumChemours, and not Air ProductsDuPont, is responsible for the operation of the Versum Chemours Business, including such website and any applicable services. Any use by the members of the Versum Chemours Group of any of the Air Products DuPont Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products DuPont Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products DuPont Retained Names as of the Distribution Date. Versum Chemours and the members of the Versum Chemours Group shall not use the Air Products DuPont Retained Names in a manner that may reflect negatively on such name and marks or on Air Products DuPont or any member of the Air Products DuPont Group. Upon expiration or termination of the rights granted to the Versum Chemours Group pursuant to this Section 5.3(a)Section, Versum Chemours hereby assigns, and shall cause the other members of the Versum Chemours Group to assign, to Air Products DuPont their rights (if any) to any Trademarks forming a part of or associated with the Air Products DuPont Retained Names. Air Products DuPont shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Chemours Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products DuPont in relation to use of the Air Products DuPont Retained Names. Versum Chemours shall indemnify, defend and hold harmless Air Products DuPont and the members of the Air Products DuPont Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Chemours Group of the Air Products DuPont Retained Names pursuant to this Section 5.3(a5.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 5.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products DuPont and the members of the Air Products DuPont Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.35.2.

Retained Names. (a) By Except for the use of DuPont Retained Names set forth on Schedule 5.2, no later than twelve twenty (1220) months days following the Distribution Date, Versum Chemours shall, and shall cause each member the members of the Versum Group toChemours Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products DuPont Retained Names. Following the Distribution Date, Versum Chemours shall, and shall cause the members of the Versum Group Chemours Group, to, as soon as practicable, but in no event later than eighteen (18) months following the Distribution Date, cease to (i) make any use of any Air Products DuPont Retained Names, and (ii) hold themselves out as having any affiliation with Air Products DuPont or any members of the Air Products DuPont Group. In furtherance thereof, as soon as practicable but in no event later than eighteen (18) months following the Distribution Date, Versum Chemours shall, and shall cause the members of the Versum Group toChemours Group, to remove, strike over, or otherwise obliterate all Air Products DuPont Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Chemours Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Chemours shall promptly after the Distribution Date post a disclaimer in a form 50 and manner reasonably acceptable to Air Products DuPont on the “xxx.Xxxxxx.xxxxxx.Xxxxxxxx.xxx” website informing its customers that as of the Separation Effective Time and thereafter VersumChemours, and not Air ProductsDuPont, is responsible for the operation of the Versum Chemours Business, including such website and any applicable services. Any use by the members of the Versum Chemours Group of any of the Air Products DuPont Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products DuPont Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products DuPont Retained Names as of the Distribution Date. Versum Chemours and the members of the Versum Chemours Group shall not use the Air Products DuPont Retained Names in a manner that may reflect negatively on such name and marks or on Air Products DuPont or any member of the Air Products DuPont Group. Upon expiration or termination of the rights granted to the Versum Chemours Group pursuant to this Section 5.3(a)Section, Versum Chemours hereby assigns, and shall cause the other members of the Versum Chemours Group to assign, to Air Products DuPont their rights (if any) to any Trademarks forming a part of or associated with the Air Products DuPont Retained Names. Air Products DuPont shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Chemours Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products DuPont in relation to use of the Air Products DuPont Retained Names. Versum Chemours shall indemnify, defend and hold harmless Air Products DuPont and the members of the Air Products DuPont Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Chemours Group of the Air Products DuPont Retained Names pursuant to this Section 5.3(a5.2(a). . (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 5.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products DuPont and the members of the Air Products DuPont Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.2. Section 5.3.

Retained Names. (a) By no No later than twelve ninety (1290) months days following the Distribution Disposition Date, Versum SharkNinja shall, and shall cause each member the members of the Versum Group toSharkNinja Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products JS Global Retained Names. Following the Distribution Disposition Date, Versum unless otherwise directed by JS Global, SharkNinja TopCo shall, and shall cause the members of the Versum Group toSharkNinja Group, to (i) immediately cease to hold themselves out as having any affiliation with JS Global or any members of the JS Global Group, and (ii) as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Disposition Date, cease to (i) make any public-facing or publicly accessible use of any Air Products JS Global Retained Names, and Names (ii) hold themselves out as having any affiliation with Air Products provided that these obligations shall not apply to inventory or any members other physical assets of printed materials of the Air Products GroupSharkNinja Group existing as of the Disposition Date). In furtherance thereof, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Disposition Date, Versum SharkNinja TopCo shall, and shall cause the members of the Versum SharkNinja Group to, remove, strike over, or otherwise obliterate all Air Products JS Global Retained Names from all public-facing or publicly accessible assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)SharkNinja Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products on the “xxx.Xxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter Versum, and not Air Products, is responsible for the operation of the Versum Business, including such website and any applicable servicessystem. Any use by the members of the Versum SharkNinja Group of any of the Air Products JS Global Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products JS Global Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products JS Global Retained Names as of the Distribution Disposition Date. Versum SharkNinja TopCo and the members of the Versum SharkNinja Group shall not use the Air Products JS Global Retained Names in a manner that may reflect negatively on such name and marks or on Air Products JS Global or any member of the Air Products JS Global Group. Upon expiration or termination of the rights granted . (b) Subject to the Versum Group pursuant to this Section 5.3(a5.2(c), Versum hereby assignsno later than ninety (90) days following the Disposition Date, JS Global shall, and shall cause the other members of the Versum Group to assignJS Global Group, to Air Products change their rights names and cause their certificates of incorporation and bylaws (if any) or equivalent organizational documents), as applicable, to be amended to remove any Trademarks forming a part of or associated with reference to the Air Products SharkNinja Retained Names. Air Products Subject to Section 5.2(c), following the Disposition Date, unless otherwise directed by SharkNinja TopCo or its Subsidiaries, JS Global shall, and shall have cause the right members of the JS Global Group, to terminate (i) immediately cease to hold themselves out as having any affiliation with SharkNinja or any members of the foregoing licenseSharkNinja Group and (ii) as soon as practicable, effective immediatelybut in no event later than sixty (60) days following the Disposition Date, if cease to make any public-facing or publicly accessible use of any SharkNinja Retained Names (provided that these obligations shall not apply to inventory or other physical assets of printed materials of the JS Global Group existing as of the Disposition Date). Subject to Section 5.2(c), in furtherance thereof, as soon as practicable but in no event later than six (6) months following the Disposition Date, JS Global shall, and shall cause the members of the JS Global Group to, remove, strike over, or otherwise obliterate all SharkNinja Retained Names from all public- facing or publicly accessible assets and other materials owned by or in the possession of any member of the Versum Group fails JS Global Group, including any vehicles, business cards, schedules, stationery, (c) Notwithstanding anything to comply with the contrary, the foregoing terms Sections 5.2(a) and conditions (b) shall be without limitation to any rights to (i) the JS Global Retained Names or otherwise fails SharkNinja Retained Names expressly granted to comply with any reasonable direction of Air Products in relation to the SharkNinja Group or JS Global Group, respectively, under an Ancillary Agreement, (ii) make use of such Trademarks in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the Air Products Retained Names. Versum shall indemnify, defend and hold harmless Air Products and the members consent of the Air Products Group from Party owning such Trademark, or (iii) make references in internal historical and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Group of the Air Products Retained Names pursuant to this Section 5.3(a)tax records. (bd) Each of The Parties agree that irreparable damage may occur in the Parties acknowledges and agrees event that the remedy at Law for any breach of the requirements provisions of this Section 5.3 would be inadequate and agrees and consents 5.2 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that without intending to limit any additional remedies that may be available, Air Products and the members of the Air Products Group Parties shall be entitled to a temporary seek an injunction or permanent injunction, without proof injunctions to enforce specifically the terms and provisions of actual damage or inadequacy of legal remedythis Section 5.2 in any court having jurisdiction, and without posting any bond or other undertaking, this being in addition to any Action other remedy to which may be brought to enforce any of the provisions of this Section 5.3they are entitled at law or in equity.

Retained Names. (a) By no No later than twelve twenty (1220) months days following the Distribution Effective Date, Versum Vontier shall, and shall cause each member the members of the Versum Group toVontier Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Fortive Retained Names. Following the Distribution Effective Date, Versum unless otherwise directed by Fortive, Vontier shall, and shall cause the members of the Versum Vontier Group, to (i) immediately cease to hold themselves out as having any affiliation with Fortive or any members of the Fortive Group to(provided that this obligation shall not apply to inventory of printed materials of the Vontier Group existing as of the Effective Date), and (ii) as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Effective Date, cease to (i) make any use of any Air Products Fortive Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Effective Date, Versum Vontier shall, and shall cause the members of the Versum Group toVontier Group, to remove, strike over, or otherwise obliterate all Air Products Fortive Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)Vontier Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum Vontier shall promptly after the Distribution Effective Date post a disclaimer in a form and manner reasonably acceptable to Air Products Fortive on the “xxx.Xxxxxx.xxxxxx.xxxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter VersumVontier, and not Air ProductsFortive, is responsible for the operation of the Versum Vontier Business, including such website and any applicable services. Any use by the members of the Versum Vontier Group of any of the Air Products Fortive Retained Names as permitted in this Section 5.3(a4.2(a) is subject to their use of the Air Products Fortive Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Fortive Retained Names as of the Distribution Effective Date. Versum Vontier and the members of the Versum Vontier Group shall not use the Air Products Fortive Retained Names in a manner that may reflect negatively on such name and marks or on Air Products Fortive or any member of the Air Products Fortive Group. Upon expiration or termination of the rights granted to the Versum Vontier Group pursuant to this Section 5.3(a)Section, Versum Vontier hereby assigns, and shall cause the other members of the Versum Vontier Group to assign, to Air Products Fortive their rights (if any) to any Trademarks forming a part of or associated with the Air Products Fortive Retained Names. Air Products Fortive shall have the right to terminate the foregoing license, effective immediately, if any member of the Versum Vontier Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products Fortive in relation to use of the Air Products Fortive Retained Names. Versum Vontier shall indemnify, defend and hold harmless Air Products Fortive and the members of the Air Products Fortive Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Versum Vontier Group of the Air Products Fortive Retained Names pursuant to this Section 5.3(a4.2(a). (b) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.3 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Air Products Fortive and the members of the Air Products Fortive Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.34.2.

Retained Names. (a) By no No later than twelve ninety (1290) months days following the Distribution Disposition Date, Versum SharkNinja shall, and shall cause each member the members of the Versum Group toSharkNinja Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products JS Global Retained Names. Following the Distribution Disposition Date, Versum unless otherwise directed by JS Global, SharkNinja TopCo shall, and shall cause the members of the Versum Group toSharkNinja Group, to (i) immediately cease to hold themselves out as having any affiliation with JS Global or any members of the JS Global Group, and (ii) as soon as practicable, but in no event later than eighteen sixty (1860) months days following the Distribution Disposition Date, cease to (i) make any public-facing or publicly accessible use of any Air Products JS Global Retained Names, and Names (ii) hold themselves out as having any affiliation with Air Products provided that these obligations shall not apply to inventory or any members other physical assets of printed materials of the Air Products GroupSharkNinja Group existing as of the Disposition Date). In furtherance thereof, as soon as practicable but in no event later than eighteen six (186) months following the Distribution Disposition Date, Versum SharkNinja TopCo shall, and shall cause the members of the Versum SharkNinja Group to, remove, strike over, or otherwise obliterate all Air Products JS Global Retained Names from all public-facing or publicly accessible assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them)SharkNinja Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products on the “xxx.Xxxxxx.xxx” website informing its customers that as of the Separation Time and thereafter Versum, and not Air Products, is responsible for the operation of the Versum Business, including such website and any applicable servicessystem. Any use by the members of the Versum SharkNinja Group of any of the Air Products JS Global Retained Names as permitted in this Section 5.3(a5.2(a) is subject to their use of the Air Products JS Global Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products JS Global Retained Names as of the Distribution Disposition Date. Versum SharkNinja TopCo and the members of the Versum SharkNinja Group shall not use the Air Products JS Global Retained Names in a manner that may reflect negatively on such name and marks or on Air Products JS Global or any member of the Air Products JS Global Group. Upon expiration or termination of the rights granted . (b) Subject to the Versum Group pursuant to this Section 5.3(a5.2(c), Versum hereby assignsno later than ninety (90) days following the Disposition Date, JS Global shall, and shall cause the other members of the Versum Group to assignJS Global Group, to Air Products change their rights names and cause their certificates of incorporation and bylaws (if any) or equivalent organizational documents), as applicable, to be amended to remove any Trademarks forming a part of or associated with reference to the Air Products SharkNinja Retained Names. Air Products Subject to Section 5.2(c), following the Disposition Date, unless otherwise directed by SharkNinja TopCo or its Subsidiaries, JS Global shall, and shall have cause the right members of the JS Global Group, to terminate (i) immediately cease to hold themselves out as having any affiliation with SharkNinja or any members of the foregoing licenseSharkNinja Group and (ii) as soon as practicable, effective immediatelybut in no event later than sixty (60) days following the Disposition Date, if cease to make any public-facing or publicly accessible use of any SharkNinja Retained Names (provided that these obligations shall not apply to inventory or other physical assets of printed materials of the JS Global Group existing as of the Disposition Date). Subject to Section 5.2(c), in furtherance thereof, as soon as practicable but in no event later than six (6) months following the Disposition Date, JS Global shall, and shall cause the members of the JS Global Group to, remove, strike over, or otherwise obliterate all SharkNinja Retained Names from all public-facing or publicly accessible assets and other materials owned by or in the possession of any member of the Versum JS Global Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and system. Any use by the members of the JS Global Group fails of any of the SharkNinja Retained Names as permitted in this Section 5.2(b) is subject to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Air Products in relation to their use of the Air Products SharkNinja Retained NamesNames in a form and manner, and with standards of quality, of that in effect for the SharkNinja Retained Names as of the Disposition Date. Versum shall indemnify, defend and hold harmless Air Products JS Global and the members of the Air Products JS Global Group from shall not use the SharkNinja Retained Names in a manner that may reflect negatively on such name and against any and all Indemnifiable Losses arising from marks or relating to the use by on SharkNinja TopCo or any member of the Versum Group of the Air Products Retained Names pursuant to this Section 5.3(a)SharkNinja Group. (c) Notwithstanding anything to the contrary, the foregoing Sections 5.2(a) and (b) Each shall be without limitation to any rights to (i) the JS Global Retained Names or SharkNinja Retained Names expressly granted to the SharkNinja Group or JS Global Group, respectively, under an Ancillary Agreement, (ii) make use of such Trademarks in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Trademark, or (iii) make references in internal historical and tax records. (d) The Parties acknowledges and agrees agree that irreparable damage may occur in the event that the remedy at Law for any breach of the requirements provisions of this Section 5.3 would be inadequate and agrees and consents 5.2 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that without intending to limit any additional remedies that may be available, Air Products and the members of the Air Products Group Parties shall be entitled to a temporary seek an injunction or permanent injunction, without proof injunctions to enforce specifically the terms and provisions of actual damage or inadequacy of legal remedythis Section 5.2 in any court having jurisdiction, and without posting any bond or other undertaking, this being in addition to any Action other remedy to which may be brought to enforce any of the provisions of this Section 5.3they are entitled at law or in equity.