Common use of Retained Names Clause in Contracts

Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five (45) days after the Closing (or, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirement, Purchaser shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands from all assets and other materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of the Retained Brands as of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Law.

Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days From and after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrationsexcept as expressly provided in this Section 5.15, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references rights of the Business Companies to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other use the Retained Names set forth in Section 1.1(E) shall terminate as of the Seller Disclosure Letter or otherwise designated by Seller Closing and shall immediately revert to Parent in writing prior to and its Affiliates (other than the Closing (clauses (A) and (BBusiness Companies), collectively, the “Retained Brands”); along with any and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (all goodwill associated therewith. As promptly as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) following the Closing, but in no event later than forty-five thirty (4530) Business Days after the Closing, Buyer shall cause each Business Company to, as applicable, change its corporate or company name to remove any reference to the Retained Names and file in each jurisdiction in which each Business Company is qualified to do business all documents necessary to reflect such change of name or to terminate its qualification in such jurisdiction under such name. Buyer acknowledges that it has no rights or interests, and is not acquiring any rights or interests, directly or indirectly, through the Business Companies or otherwise, to use the Retained Names, except as expressly provided for in this Section 5.15. The Business Companies shall, for a period of ninety (90) calendar days after the Closing (orthe “Transition Period”), if laterbe entitled to use the existing letterheads, by policies and procedures and other internal documents and materials in existence and used in the later operation of the Name Change Date or Business as of the Closing, in each case, containing the Retained Names; provided that all such other date uses of the Retained Names shall be in substantially the same form and manner as agreed between Purchaser and Seller Parent) and (b) any longer period used in the Business as of time necessary with respect to any Compliance Requirementthe Closing. No later than the end of the Transition Period, Purchaser Buyer shall, and shall cause its Affiliates Subsidiaries (including the Business Companies) to, removerevise all letterheads, strike over or otherwise obliterate all Retained Brands from all assets policies and procedures and other internal documents and materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of to delete all references to the Retained Brands Names. Except as of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing expressly provided in this Agreement Section 5.15, no other right to use the Retained Names is intended to prohibit any use (or require any removal, striking over, or other obliteration) granted by Purchaser Parent or any of its Affiliates of to Buyer, its Affiliates or, after the Closing, the Business Companies, whether by implication or otherwise, and nothing hereunder permits Buyer, its Affiliates or, after the Closing, the Business Companies, to use the Retained Names in any Retained Brand (x) for historical referencesmanner, including in regulatory filings and or to describe the past ownership and affiliation register or seek to register, or to permit, cause or assist any third party to register or to seek to register, any of the Business, and (y) Retained Names in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawjurisdiction.

Retained Names. (ia) As soon as reasonably practicable, but in no event No later than forty-five twenty (4520) days after following the ClosingDistribution Date, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product RegistrationsVontier shall, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser and shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file the members of the Vontier Group, to change its name their names and cause its certificate their certificates of incorporation and bylaws (or equivalent organizational documentdocuments), as applicable, to be amended to remove any reference to the Fortive Retained Names. Following the Distribution Date, unless otherwise directed by Fortive, Vontier shall, and all references shall cause the members of the Vontier Group, to (Ai) “Pfizer”, “Wyeth” immediately cease to hold themselves out as having any affiliation with Fortive or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) any members of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior Fortive Group (provided that this obligation shall not apply to inventory of printed materials of the Closing (clauses (A) and (BVontier Group existing as of the Distribution Date), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closingpracticable, but in no event later than forty-five sixty (4560) days after following the Closing Distribution Date, cease to make any use of any Fortive Retained Names. In furtherance thereof, as soon as practicable but in no event later than six (or6) months following the Distribution Date, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary with respect to any Compliance Requirement, Purchaser Vontier shall, and shall cause its Affiliates tothe members of the Vontier Group, to remove, strike over over, or otherwise obliterate all Fortive Retained Brands Names from all assets and other materials owned by or in the Conveyed Subsidiaries (and Subsidiaries thereof)possession of any member of the Vontier Group, including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketingsigns, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addressesemail, computer software and other materials and systems; provided, however, that Vontier shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Fortive on the “xxx.xxxxxxx.xxx” website informing its customers that Vontier, and not Fortive, is responsible for the operation of the Vontier Business, including such website and any applicable services. Any use by the members of the Vontier Group of any of the Fortive Retained Names as permitted in this Section 4.2(a) is subject to their use of the Fortive Retained Names in a form and manner, and with standards of quality, of that in effect for the Fortive Retained Names as of the Distribution Date. Vontier and the members of the Vontier Group shall not use the Fortive Retained Names in a manner that may reflect negatively on such name and marks or on Fortive or any member of the Fortive Group. Upon expiration or termination of the rights granted to the Vontier Group pursuant to this Section, Vontier hereby assigns, and shall cease cause the other members of the Vontier Group to assign, to Fortive their rights (if any) to any Trademarks forming a part of or associated with the Fortive Retained Names. Fortive shall have the right to terminate the foregoing license, effective immediately, if any member of the Vontier Group fails to comply with the foregoing terms and discontinue conditions or otherwise fails to comply with any other reasonable direction of Fortive in relation to use of the Fortive Retained Brands as Names. Vontier shall indemnify, defend and hold harmless Fortive and the members of the Closing in Fortive Group from and against any and all Indemnifiable Losses arising from or relating to the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit use by any use (or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation member of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect Vontier Group of the Fortive Retained Names pursuant to Trademarks, including fair use, or nominal use, and other uses not prohibited by Lawthis Section 4.2(a).

Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five (45) days after the Closing (or, if later, by the later of the Name Change Date or such other date as agreed between Purchaser and Seller Parent) and (b) any longer period of time necessary 162 with respect to any Compliance Requirement, Purchaser shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands from all assets and other materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of the Retained Brands as of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by Law.

Retained Names. Except as expressly provided in this Section 5.07, any and all rights of the Business Companies to use the Retained Names shall terminate as of the Closing and shall immediately revert to Seller Parent and its Subsidiaries (iother than the Business Companies), along with any and all goodwill associated therewith. Buyer acknowledges that it has no rights or interests, and is not acquiring any rights or interests, directly or indirectly, through the Business Companies or otherwise, to use the Retained Names, except as expressly provided for in this Section 5.07. Without limiting the foregoing, Buyer shall not use any name, word, logo, Trademark, internet domain name, uniform resource locator, trade name, social media identifier, handle or tag, or other identifier of source or goodwill containing, incorporating, based on, associated with, confusingly similar to or dilutive of, or that is a translation or transliteration of, part or all of any Retained Name in any jurisdiction in the world. Seller Parent and its Subsidiaries hereby grant the Business Companies a non-exclusive, irrevocable, non-transferable, non-sublicensable, royalty-free right and license to use the Retained Names, solely to the extent appearing on any letterheads, policies and procedures and other internal documents and materials in existence and used in the operation of the Business as of the Closing and conveyed to Buyer pursuant to this Agreement (the “Retained Names Materials”), from and after the Closing until the earlier of (a) As soon as reasonably practicable, but in no event later than forty-five ninety (4590) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, Closing and (Bb) all other the depletion of such Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing Materials (clauses (A) and (B), collectively, the “Retained BrandsTransition Period”); provided that (i) all such uses of the Retained Names shall be in substantially the same form and manner as used in the Business as of the Closing and (ii) notwithstanding anything no changes shall be made to the contrary in this Agreement, in Retained Names Materials without the event any name change prior written consent of any Conveyed Subsidiary Seller Parent (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during except as required pursuant to the term immediately succeeding sentence). No later than the end of the Transition Services AgreementPeriod, Buyer shall, and shall cause its Subsidiaries (including the Business Companies) to, destroy and cease use of any extensions thereofremaining Retained Names Materials or revise any remaining Retained Names Materials to have deleted all references to the Retained Names. Except as expressly provided in this Section 5.07, Purchaser shall (a) at least thirty (30) days prior no other license or right to such name change, consult with Seller Parent regarding use the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided Retained Names is granted by Seller Parent or any of its Subsidiaries to Buyer or its Affiliates under the Transition Services Agreement(including, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five the Business Companies), whether by implication or otherwise, and nothing hereunder permits Buyer or its Affiliates (45) days including, after the Closing Closing, the Business Companies), to use the Retained Names in any manner, or to register or seek to register, or to permit, cause or assist any third party to register or to seek to register (oror communicate with any other Person regarding registration of), if later, by the later any of the Retained Names or any marking including a Retained Name Change Date in any jurisdiction. Seller Parent and its Subsidiaries shall have no obligation to maintain or such other date as agreed between Purchaser renew any Intellectual Property rights in the Retained Names. Buyer shall indemnify and hold harmless each of Seller ParentParent and its Subsidiaries from and against any and all claims, losses, liabilities, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (bincluding fees and expenses of legal counsel) that Seller Parent or any longer period of time necessary its Subsidiaries may incur or suffer in connection with respect to or resulting from any Compliance Requirement, Purchaser shall, and shall cause its Affiliates to, remove, strike over or otherwise obliterate all Retained Brands from all assets and other materials owned by the Conveyed Subsidiaries (and Subsidiaries thereof), including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer software and other materials and systems, and shall cease and discontinue any other use of the Retained Brands as Names Materials pursuant to this Section 5.07 and any unauthorized use of the Closing in the operation of their businesses. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit any use (or require any removal, striking over, or other obliteration) by Purchaser or any of its Affiliates of any Retained Brand (x) for historical references, including in regulatory filings and to describe the past ownership and affiliation of the Business, and (y) in any manner as is or would have been permitted by applicable Law with respect to Trademarks, including fair use, or nominal use, and other uses not prohibited by LawNames Materials.