Common use of Retained Names Clause in Contracts

Retained Names. (a) Following the Closing, Buyer shall and shall cause its Affiliates to, as soon as practicable, but in no event later than (i) ninety (90) days following the Closing Date, cease to use any Retained Names, and (ii) ninety (90) days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer or its Affiliates, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. (b) Following the Closing, any limited use of the Retained Names by Buyer and its Affiliates permitted by this Section 5.19 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Retained Names), and subject to the same standards of quality, of that in effect for the Retained Names as of the Closing Date; (ii) The Retained Names shall not be used in a manner that would reasonably be expected to reflect negatively on such name and marks or on Seller or any of its Affiliates; (iii) Buyer and its Affiliates shall not apply to register or register any of the Marks forming a part of or associated with the Retained Names; (iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer or its Affiliates, as applicable, and Seller or its Affiliates, as applicable, are not Affiliates or otherwise related to each other; and (v) Use of the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses). (c) At the reasonable request of Seller, Buyer shall and shall cause its Affiliates to provide to Seller reasonable and representative samples of products and materials used or created under or in connection with this Section 5.19, in their possession, custody, or under their control bearing any of the Retained Names and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b) are complied with. (d) Buyer and its Affiliates shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19. (e) Without limitation to any other remedies, if Buyer and its Affiliates fail to comply with the foregoing terms and conditions in this Section 5.19, Seller shall (i) be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.11, and (ii) have the right to terminate the foregoing permitted use, effective immediately. Buyer and its Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from or relating to the use of the Retained Names following the Closing by Buyer or any of its Affiliates pursuant to this Section 5.19.

Retained Names. (a) Following the Closing, Buyer shall cause the Transferred DPC Companies and shall cause its Affiliates their Subsidiaries and the Joint Ventures to, (i) as soon as practicable, but in no event later than thirty (i) ninety (9030) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be amended to remove any reference to “DuPont” or any other Retained Name and cease to hold themselves out as having any affiliation with DuPont, Sellers or any of their respective Affiliates, and (ii) no later than twenty-four (24) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and (ii) ninety (90) days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer the Transferred DPC Companies and their Subsidiaries or its Affiliatesby the Joint Ventures, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systemssystems (except to the extent such software code and other materials are not made readily available to or observable by third Persons); provided, however, that after the twenty-four (24) month period, the Transferred DPC Companies and their Subsidiaries and the Joint Ventures may continue to report in textual sentences in a factually accurate and non-prominent manner on the DPC Business’ website, securities filings and other materials that the DPC Business was acquired from DuPont. Notwithstanding anything to the contrary, Buyer, the Transferred DPC Companies and their Subsidiaries and the Joint Ventures shall not be deemed to have violated this Section 5.7, even after the twenty-four (24) month period provided above by reason of: (i) their use of equipment and other similar articles used in the Business as of the Closing, notwithstanding that they may bear one or more of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) except as otherwise provided in Section 9.1 of the Intellectual Property Cross-License Agreement, the appearance of the Retained Names on any tools, dies, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data , materials or assets (including computer source code) that are used for internal purposes only in connection with the Business; (iii) the appearance of the Retained Names in or on any third party’s publications, marketing materials, brochures, instruction sheets, equipment or products that were distributed in the ordinary course of business or pursuant to a contract prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which Buyer and its Affiliates have no control; provided that Buyer provides any such third parties with written notice of its obligations and to the extent reasonably practicable requests such third parties to cease using the Retained Names to the extent reasonably practicable; (iv) the sale by distributors unaffiliated with Buyer of inventory containing any Retained Name that is held by such distributors as of the date that is twenty-four (24) months after the Closing Date or (v) the use by Buyer, the Transferred DPC Companies and their Subsidiaries and the Joint Ventures of a Retained Name in a non-trademark manner in textual sentences that is factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPC Business is no longer affiliated with DuPont, and/or to reference historical details concerning or make historical reference to the DPC Business. (b) Following the Closing, any limited Any use of the Retained Names by Buyer or authorized by the Transferred DPC Companies and its Affiliates their Subsidiaries and the Joint Ventures permitted by this Section 5.19 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to no greater the same extent (without an increase in the extent or type of uses of, or use of any new co-brand with respect to, the Retained Names), and subject to the same standards of quality, of that as in effect for the Retained Names as of the Closing Date; (ii) The Retained Names shall not be used in a manner that would reasonably be expected to may reflect negatively on such name and marks or on Seller DuPont or any of its Affiliates; (iii) Buyer and its Affiliates and the Joint Ventures shall not apply to register or register any of the Marks forming a Trademark formed in whole or in part of or associated with from the Retained Names; (iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer Buyer, its Affiliates or its Affiliatesthe Joint Ventures, as applicable, and Seller or its Affiliates, as applicableDuPont, are not Affiliates or otherwise related to each other; (v) Buyer and its Affiliates and the Joint Ventures shall, in connection with all written Trademark uses of the Retained Names in connection with the DPC Business, including on any packaging materials, displays, signs, promotional materials, forms, and websites, include a clear statement that the associated products or services are manufactured by or otherwise emanate from the Transferred DPC Companies and their Subsidiaries and the Joint Ventures and not from DuPont; and (vvi) Use Upon the expiration or termination of their respective rights under this Section 5.7, Buyer and its Affiliates and the Joint Ventures hereby assign to DuPont their rights, if any, to any Trademarks formed in whole or in part from the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses)that they may retain. (c) At the reasonable request of Seller, Buyer shall and shall cause its Affiliates to provide to Seller reasonable and representative samples of products and materials used or created under or in connection with this Section 5.19, in their possession, custody, or under their control bearing any of the Retained Names and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b) are complied with. (d) Buyer and its Affiliates Affiliates, other than the Transferred DPC Companies and their Subsidiaries and the Joint Ventures, shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19Names. (ed) Without limitation to any other remedies, if Buyer and its Affiliates or the Joint Ventures fail to comply with the foregoing terms and conditions or otherwise fail to comply with any reasonable direction of DuPont or any of its Affiliates in this Section 5.19relation to the use of the Retained Names consistent herewith, Seller shall and (i) fail to cure such deficiency within five (5) Business Days after receipt of written notice thereof, DuPont shall be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.119.7, and (ii) fail to cure such deficiency within thirty (30) days after receipt of written notice thereof, DuPont shall have the right to terminate the foregoing permitted uselicense, effective immediately. Buyer and its Affiliates shall indemnify and hold harmless Seller DuPont and its Affiliates for any Losses arising from or relating to the use of the Retained Names following the Closing by Buyer or any of its Affiliates or the Joint Ventures of the Retained Names pursuant to this Section 5.195.7, except for any uses to the extent covered by an indemnification obligation of DuPont to Buyer herein; and if any such Losses arise from a third party action, suit, proceeding claim, demand or assessment then Section 8.4(f) shall apply.

Retained Names. (a) Following the Closing, Buyer shall cause the Transferred DPC Companies and shall cause its Affiliates their Subsidiaries and the Joint Ventures to, (i) as soon as practicable, but in no event later than thirty (i) ninety (9030) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be amended to remove any reference to "DuPont" or any other Retained Name and cease to hold themselves out as having any affiliation with DuPont, Sellers or any of their respective Affiliates, and (ii) no later than twenty-four (24) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and (ii) ninety (90) days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer the Transferred DPC Companies and their Subsidiaries or its Affiliatesby the Joint Ventures, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systemssystems (except to the extent such software code and other materials are not made readily available to or observable by third Persons); provided, however, that after the twenty-four (24) month period, the Transferred DPC Companies and their Subsidiaries and the Joint Ventures may continue to report in textual sentences in a factually accurate and non-prominent manner on the DPC Business' website, securities filings and other materials that the DPC Business was acquired from DuPont. Notwithstanding anything to the contrary, Buyer, the Transferred DPC Companies and their Subsidiaries and the Joint Ventures shall not be deemed to have violated this Section 5.7, even after the twenty-four (24) month period provided above by reason of: (i) their use of equipment and other similar articles used in the Business as of the Closing, notwithstanding that they may bear one or more of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) except as otherwise provided in Section 9.1 of the Intellectual Property Cross-License Agreement, the appearance of the Retained Names on any tools, dies, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data , materials or assets (including computer source code) that are used for internal purposes only in connection with the Business; (iii) the appearance of the Retained Names in or on any third party's publications, marketing materials, brochures, instruction sheets, equipment or products that were distributed in the ordinary course of business or pursuant to a contract prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which Buyer and its Affiliates have no control; provided that Buyer provides any such third parties with written notice of its obligations and to the extent reasonably practicable requests such third parties to cease using the Retained Names to the extent reasonably practicable; (iv) the sale by distributors unaffiliated with Buyer of inventory containing any Retained Name that is held by such distributors as of the date that is twenty-four (24) months after the Closing Date or (v) the use by Buyer, the Transferred DPC Companies and their Subsidiaries and the Joint Ventures of a Retained Name in a non-trademark manner in textual sentences that is factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPC Business is no longer affiliated with DuPont, and/or to reference historical details concerning or make historical reference to the DPC Business. (b) Following the Closing, any limited Any use of the Retained Names by Buyer or authorized by the Transferred DPC Companies and its Affiliates their Subsidiaries and the Joint Ventures permitted by this Section 5.19 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to no greater the same extent (without an increase in the extent or type of uses of, or use of any new co-brand with respect to, the Retained Names), and subject to the same standards of quality, of that as in effect for the Retained Names as of the Closing Date; (ii) The Retained Names shall not be used in a manner that would reasonably be expected to may reflect negatively on such name and marks or on Seller DuPont or any of its Affiliates; (iii) Buyer and its Affiliates and the Joint Ventures shall not apply to register or register any of the Marks forming a Trademark formed in whole or in part of or associated with from the Retained Names; (iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer Buyer, its Affiliates or its Affiliatesthe Joint Ventures, as applicable, and Seller or its Affiliates, as applicableDuPont, are not Affiliates or otherwise related to each other; (v) Buyer and its Affiliates and the Joint Ventures shall, in connection with all written Trademark uses of the Retained Names in connection with the DPC Business, including on any packaging materials, displays, signs, promotional materials, forms, and websites, include a clear statement that the associated products or services are manufactured by or otherwise emanate from the Transferred DPC Companies and their Subsidiaries and the Joint Ventures and not from DuPont; and (vvi) Use Upon the expiration or termination of their respective rights under this Section 5.7, Buyer and its Affiliates and the Joint Ventures hereby assign to DuPont their rights, if any, to any Trademarks formed in whole or in part from the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses)that they may retain. (c) At the reasonable request of Seller, Buyer shall and shall cause its Affiliates to provide to Seller reasonable and representative samples of products and materials used or created under or in connection with this Section 5.19, in their possession, custody, or under their control bearing any of the Retained Names and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b) are complied with. (d) Buyer and its Affiliates Affiliates, other than the Transferred DPC Companies and their Subsidiaries and the Joint Ventures, shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19Names. (ed) Without limitation to any other remedies, if Buyer and its Affiliates or the Joint Ventures fail to comply with the foregoing terms and conditions or otherwise fail to comply with any reasonable direction of DuPont or any of its Affiliates in this Section 5.19relation to the use of the Retained Names consistent herewith, Seller shall and (i) fail to cure such deficiency within five (5) Business Days after receipt of written notice thereof, DuPont shall be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.119.7, and (ii) fail to cure such deficiency within thirty (30) days after receipt of written notice thereof, DuPont shall have the right to terminate the foregoing permitted uselicense, effective immediately. Buyer and its Affiliates shall indemnify and hold harmless Seller DuPont and its Affiliates for any Losses arising from or relating to the use of the Retained Names following the Closing by Buyer or any of its Affiliates or the Joint Ventures of the Retained Names pursuant to this Section 5.195.7, except for any uses to the extent covered by an indemnification obligation of DuPont to Buyer herein; and if any such Losses arise from a third party action, suit, proceeding claim, demand or assessment then Section 8.4(f) shall apply.

Retained Names. (a) Following the Closing, Buyer shall and shall cause its Affiliates Subsidiaries to, as soon as practicable, but in no event later than (i) ninety thirty (9030) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be amended, to remove any reference to "ATI", or any other Retained Name, (ii) 270 days following the Closing Date, cease to use or to permit any third party to use any Retained Names, and (iiiii) ninety (90) 270 days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer or its Affiliates, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, other than materials owned or possessed by Buyer or its Affiliates that are part of such party’s internal records and are not available to non-Affiliates of Buyer. Notwithstanding the foregoing, Buyer shall not, and shall cause its Affiliates and employees not to, hold themselves out as carrying on the Tungsten Materials Business as TDY or ATI. (b) Following the Closing, any limited Any use of the Retained Names by Buyer and its Affiliates (in respect of the Tungsten Materials Business) permitted by this Section 5.19 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Retained Names), and subject to the same standards of quality, of that in effect for the Retained Names as of the Closing Date; (ii) The Retained Names shall not be used in a manner that would reasonably be expected to reflect negatively on such name and marks or on Seller ATI, TDY or any of its their respective Affiliates; (iii) Buyer and its Affiliates shall not apply to register or register any of the Marks Trademarks forming a part of or associated with the Retained Names; (iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer or its Affiliates, as applicable, and Seller TDY or its Affiliates, as applicable, are not Affiliates or otherwise related to each other; (v) Buyer and its Affiliates shall, in connection with all written uses of the Retained Names in connection with the Tungsten Materials Business, including on any packaging materials, displays, signs, promotional materials, forms, and websites, include a clear statement that the associated products or services are manufactured by or otherwise emanate from Buyer and not from TDY, ATI or its Affiliates (provided that Buyer may not create any new packaging or other materials); and (vvi) Use Upon the expiration or termination of their respective rights under this Section 5.7, Buyer and its Affiliates hereby assign to TDY their rights, if any, to any Trademarks forming a part of or associated with the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses)that they may retain. (c) At the reasonable request of SellerTDY, Buyer shall and shall cause its Affiliates to provide to Seller TDY reasonable and representative samples of products and materials used or created under or in connection with this Section 5.195.7, in their possession, custody, or under their control bearing any of the Retained Names and shall permit TDY to inspect their premises and shall otherwise cooperate with Seller TDY to assist Seller TDY in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b5.7(b) are complied with. (d) Buyer and its Affiliates shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19. (e) 5.7. Without limitation to any other remedies, if Buyer and its Affiliates fail to comply with the foregoing terms and conditions or otherwise fail to comply with any reasonable direction of TDY or any of its Affiliates in this Section 5.19relation to the use of the Retained Names, Seller TDY shall (i) be entitled to seek a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.119.7, and (ii) have the right to terminate the foregoing permitted use, effective immediately. Buyer and its Affiliates shall indemnify and hold harmless Seller TDY and its Affiliates for any Losses arising from or relating to the use of the Retained Names following the Closing by Buyer or any of its Affiliates of the Retained Names pursuant to this Section 5.195.7.

Retained Names. (a) Following the Closing, Buyer shall and shall cause its Affiliates Subsidiaries to, as soon as practicable, but in no event later than (i) ninety thirty (9030) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be amended, to remove any reference to “ATI”, or any other Retained Name, (ii) 270 days following the Closing Date, cease to use or to permit any third party to use any Retained Names, and (iiiii) ninety (90) 270 days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer or its Affiliates, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, other than materials owned or possessed by Buyer or its Affiliates that are part of such party’s internal records and are not available to non-Affiliates of Buyer. Notwithstanding the foregoing, Buyer shall not, and shall cause its Affiliates and employees not to, hold themselves out as carrying on the Tungsten Materials Business as TDY or ATI. (b) Following the Closing, any limited Any use of the Retained Names by Buyer and its Affiliates (in respect of the Tungsten Materials Business) permitted by this Section 5.19 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Retained Names), and subject to the same standards of quality, of that in effect for the Retained Names as of the Closing Date; (ii) The Retained Names shall not be used in a manner that would reasonably be expected to reflect negatively on such name and marks or on Seller ATI, TDY or any of its their respective Affiliates; (iii) Buyer and its Affiliates shall not apply to register or register any of the Marks Trademarks forming a part of or associated with the Retained Names; (iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer or its Affiliates, as applicable, and Seller TDY or its Affiliates, as applicable, are not Affiliates or otherwise related to each other; (v) Buyer and its Affiliates shall, in connection with all written uses of the Retained Names in connection with the Tungsten Materials Business, including on any packaging materials, displays, signs, promotional materials, forms, and websites, include a clear statement that the associated products or services are manufactured by or otherwise emanate from Buyer and not from TDY, ATI or its Affiliates (provided that Buyer may not create any new packaging or other materials); and (vvi) Use Upon the expiration or termination of their respective rights under this Section 5.7, Buyer and its Affiliates hereby assign to TDY their rights, if any, to any Trademarks forming a part of or associated with the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses)that they may retain. (c) At the reasonable request of SellerTDY, Buyer shall and shall cause its Affiliates to provide to Seller TDY reasonable and representative samples of products and materials used or created under or in connection with this Section 5.195.7, in their possession, custody, or under their control bearing any of the Retained Names and shall permit TDY to inspect their premises and shall otherwise cooperate with Seller TDY to assist Seller TDY in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b5.7(b) are complied with. (d) Buyer and its Affiliates shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19. (e) 5.7. Without limitation to any other remedies, if Buyer and its Affiliates fail to comply with the foregoing terms and conditions or otherwise fail to comply with any reasonable direction of TDY or any of its Affiliates in this Section 5.19relation to the use of the Retained Names, Seller TDY shall (i) be entitled to seek a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.119.7, and (ii) have the right to terminate the foregoing permitted use, effective immediately. Buyer and its Affiliates shall indemnify and hold harmless Seller TDY and its Affiliates for any Losses arising from or relating to the use of the Retained Names following the Closing by Buyer or any of its Affiliates of the Retained Names pursuant to this Section 5.195.7.