Common use of Retained Names Clause in Contracts

Retained Names. Following the Closing, Newco shall cause the Transferred DPP Companies and their Subsidiaries to, (i) as soon as practicable, but in no event later than six (6) months 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 “DSM,” “DPP” or any other Retained Name and cease to hold themselves out as having any affiliation with Delta or any of its Affiliates, and (ii) no later than six (6) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and remove, strike over, or otherwise obliterate all Retained Names from all Assets and other materials owned or possessed by the Transferred DPP Companies and their Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, forms, websites, email, computer software and other materials and systems (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 6-month period, the Transferred DPP Companies and their Subsidiaries may continue to report in textual sentences in a factually accurate and non-prominent manner on the DPP Business’ website, securities filings and other materials that the DPP Business was previously owned by Delta. Notwithstanding anything to the contrary, Newco, the Transferred DPP Companies and their Subsidiaries shall not be deemed to have violated this Section 7.7, even after the 6-month period provided above by reason of: (i) their use of Equipment and other similar articles used in the DPP 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) 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 DPP 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 Newco and its Affiliates have no control; (iv) the sale by distributors unaffiliated with Newco of inventory containing any Retained Name that is held by such distributors as of the date that is six (6) months after the Closing Date; or (v) the use by Newco, the Transferred DPP Companies and their Subsidiaries of a Retained Name in a non-trademark manner in textual sentences that are factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPP Business is no longer affiliated with Delta, or to reference historical details concerning or make historical reference to the DPP Business.

Retained Names. (a) Following the Closing, Newco except as prohibited by any Contract which is a PMD Asset or a Shared Contract, Buyer shall (i) cause the Transferred DPP PMD Companies and their Subsidiaries to, (i) as soon as practicable, but in no event later than six (6) months 90 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 “DSM,” “DPPAir Products” or any other Retained Name and cease to hold themselves out as having any affiliation with Delta or any of its Affiliates, and (ii) cause the Transferred PMD Companies and the PMD Asset Buyers no later than six (6) months 180 days following the Closing Date, cease to use or to authorize permit any third party to use any Retained NamesNames and hold themselves out as having any affiliation with Sellers or any of their respective Affiliates, and remove, strike over, or otherwise obliterate all Retained Names from all Assets assets and other materials owned or possessed by the Transferred DPP PMD Companies and their Subsidiariesthe PMD Asset Buyers, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems (except to the extent such software code and other materials are not made readily available to or observable by third Persons)systems; provided, however, that after the 6-month period, the Transferred DPP Companies and their Subsidiaries may continue to report in textual sentences in a factually accurate and non-prominent manner on the DPP Business’ website, securities filings and other materials that the DPP Business was previously owned by Delta. Notwithstanding anything to the contrary, Newco, the Transferred DPP Companies and their Subsidiaries shall not be deemed to have violated this Section 7.7, even after the 6-month period provided above by reason of: (i) their use of Equipment and other similar articles used in the DPP Business as of no later than 365 days following the Closing, notwithstanding that they may bear one or more of Buyer shall, and shall cause the Transferred PMD Companies and the PMD Asset Buyers to, cease to use the Retained Names (provided with respect to the PMD Business inventory; provided, further, that it is not reasonably practicable APD hereby grants the PMD Asset Buyers and the Transferred PMD Companies a limited, non-exclusive, non-transferrable, non-sublicensable right to remove or cover the Retained Name); (ii) the appearance of continue temporarily to use 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 DPP 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 following the Closing Date, and that generally are in for the public domain, or any other similar uses by any respective purposes permitted above until such third party over which Newco and its Affiliates have no control; (iv) the sale by distributors unaffiliated with Newco of inventory containing any Retained Name that is held by such distributors as of the date that is six (6) months after the Closing Date; or (v) the use by Newco, the Transferred DPP Companies and their Subsidiaries of a Retained Name in a non-trademark manner in textual sentences that are factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPP Business is no longer affiliated with Delta, or to reference historical details concerning or make historical reference to the DPP Businessrespective times.

Retained Names. (a) Following the Closing, Newco Buyer shall cause the Transferred DPP DPC Companies and their Subsidiaries and the Joint Ventures to, (i) as soon as practicable, but in no event later than six thirty (630) months 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 “DSM,” “DPPDuPont” or any other Retained Name and cease to hold themselves out as having any affiliation with Delta DuPont, Sellers or any of its their respective Affiliates, and (ii) no later than six twenty-four (624) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and remove, strike over, or otherwise obliterate all Retained Names from all Assets assets and other materials owned or possessed by the Transferred DPP DPC Companies and their SubsidiariesSubsidiaries or by the Joint Ventures, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, forms, websites, email, computer software and other materials and systems (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 6twenty-four (24) month period, the Transferred DPP 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 DPP DPC Business’ website, securities filings and other materials that the DPP DPC Business was previously owned by Deltaacquired from DuPont. Notwithstanding anything to the contrary, NewcoBuyer, the Transferred DPP DPC Companies and their Subsidiaries and the Joint Ventures shall not be deemed to have violated this Section 7.75.7, even after the 6twenty-four (24) month period provided above by reason of: (i) their use of Equipment equipment and other similar articles used in the DPP 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 datadata , materials or Assets assets (including computer source code) that are used for internal purposes only in connection with the DPP Business; (iii) the appearance of the Retained Names in or on any third party’s publications, marketing materials, brochures, instruction sheets, Equipment equipment or products that were distributed in the ordinary course of business or pursuant to a Contract 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 Newco 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 Newco Buyer of inventory containing any Retained Name that is held by such distributors as of the date that is six twenty-four (624) months after the Closing Date; Date or (v) the use by NewcoBuyer, the Transferred DPP DPC Companies and their Subsidiaries and the Joint Ventures of a Retained Name in a non-trademark manner in textual sentences that are is factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPP DPC Business is no longer affiliated with DeltaDuPont, or and/or to reference historical details concerning or make historical reference to the DPP DPC Business.

Retained Names. (a) Following the Closing, Newco Buyer shall cause the Transferred DPP DPC Companies and their Subsidiaries and the Joint Ventures to, (i) as soon as practicable, but in no event later than six thirty (630) months 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 “DSM,” “DPP” "DuPont" or any other Retained Name and cease to hold themselves out as having any affiliation with Delta DuPont, Sellers or any of its their respective Affiliates, and (ii) no later than six twenty-four (624) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and remove, strike over, or otherwise obliterate all Retained Names from all Assets assets and other materials owned or possessed by the Transferred DPP DPC Companies and their SubsidiariesSubsidiaries or by the Joint Ventures, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, forms, websites, email, computer software and other materials and systems (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 6twenty-four (24) month period, the Transferred DPP 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 DPP DPC Business’ ' website, securities filings and other materials that the DPP DPC Business was previously owned by Deltaacquired from DuPont. Notwithstanding anything to the contrary, NewcoBuyer, the Transferred DPP DPC Companies and their Subsidiaries and the Joint Ventures shall not be deemed to have violated this Section 7.75.7, even after the 6twenty-four (24) month period provided above by reason of: (i) their use of Equipment equipment and other similar articles used in the DPP 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 datadata , materials or Assets assets (including computer source code) that are used for internal purposes only in connection with the DPP Business; (iii) the appearance of the Retained Names in or on any third party’s 's publications, marketing materials, brochures, instruction sheets, Equipment equipment or products that were distributed in the ordinary course of business or pursuant to a Contract 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 Newco 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 Newco Buyer of inventory containing any Retained Name that is held by such distributors as of the date that is six twenty-four (624) months after the Closing Date; Date or (v) the use by NewcoBuyer, the Transferred DPP DPC Companies and their Subsidiaries and the Joint Ventures of a Retained Name in a non-trademark manner in textual sentences that are is factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPP DPC Business is no longer affiliated with DeltaDuPont, or and/or to reference historical details concerning or make historical reference to the DPP DPC Business.