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. Following (a) Except as otherwise provided in this Section 5.7, Buyer shall use commercially reasonable efforts to cease and discontinue all uses of the Retained Names immediately upon the Closing. 36 (b) Notwithstanding the provisions of Section 5.7(a), Newco shall cause Buyer is not required to (and may use the Transferred DPP Companies and their Subsidiaries to, Retained Names as contemplated by this Section 5.7(b)): (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 assets and other materials owned or possessed by the Transferred DPP FH Companies and their Closing Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, manuals, forms, websites, email, computer software and other materials and systems systems, until no later than 60 days following the Closing Date; (except ii) file all such documents with Governmental Authorities and otherwise take such steps as are necessary 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, cause the Transferred DPP FH Companies and their Closing Subsidiaries may continue to report in textual sentences in change their corporate and assumed names, as applicable, to names that do not include Retained Names (including descriptions such as “formerly known as” preceding or modifying a factually accurate and non-prominent manner on Retained Name), until no later than 60 days following the DPP Business’ website, securities filings and other materials that Closing Date; (iii) complete 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 removal of Equipment and other similar articles used in the DPP Business as of the Closing, notwithstanding that they may bear one or more any of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) the appearance from all acquired product, service and technical information, promotional aids, promotional materials, literature and other printed material 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 FH Business until no later than 60 days following 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 respect to FH Assets bearing any Retained Name that is held by Names, re-label such distributors as of assets or remove such Retained Names from such assets until no later than six (6) months after the Closing Date; (v) cease using name plates and molds bearing any Retained Names until the date that is six (6) months after the Closing Date; (vi) cease using the Retained Names on inventories existing on the Closing Date until eighteen (18) months after the Closing Date; and (vii) refrain from disclosing to its customers and potential customers that it is conducting the FH Business as a successor to the Seller from and after the Closing Date; provided, however, that, notwithstanding the above (including time periods listed in clauses (i) through (vii)), Buyer agrees (x) to use commercially reasonable efforts to complete the above actions as promptly as practicable following the Closing, (y) that after the Closing Date Buyer and its Affiliates will not expressly, or by implication, do business as or represent themselves as Seller or its Affiliates, and (vz) that Buyer shall use its commercially reasonable efforts to cause third party users of any of the Retained Names, whose rights terminate upon the Closing pursuant to this Section 5.7, to cease use of the Retained Names, except as expressly authorized thereafter by Newco, Seller. Buyer and its Affiliates shall not apply to register or register any of the Trademarks forming a part of or associated with the Retained Names. (c) Any use of the Retained Names by the Transferred DPP FH Companies and their Closing Subsidiaries permitted by this Section 5.7 shall be subject to the following conditions: (i) Use of a the Retained Name Names shall be in the same form and manner, to the same 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 non-trademark manner in textual sentences that may reflect negatively on such name and marks or on Seller or any of its Affiliates; (iii) 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, are factually accurate and non-prominent, including for purposes of conveying not Affiliates or otherwise related 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.each other; 37

Retained Names. Following (a) Except as otherwise provided in this Section 5.7, Buyer shall use commercially reasonable efforts to cease and discontinue all uses of the Retained Names immediately upon the Closing. (b) Notwithstanding the provisions of Section 5.7(a), Newco shall cause Buyer is not required to (and may use the Transferred DPP Companies and their Subsidiaries to, Retained Names as contemplated by this Section 5.7(b)): (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 assets and other materials owned or possessed by the Transferred DPP FH Companies and their Closing Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, manuals, forms, websites, email, computer software and other materials and systems systems, until no later than 60 days following the Closing Date; (except ii) file all such documents with Governmental Authorities and otherwise take such steps as are necessary 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, cause the Transferred DPP FH Companies and their Closing Subsidiaries may continue to report in textual sentences in change their corporate and assumed names, as applicable, to names that do not include Retained Names (including descriptions such as “formerly known as” preceding or modifying a factually accurate and non-prominent manner on Retained Name), until no later than 60 days following the DPP Business’ website, securities filings and other materials that Closing Date; (iii) complete 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 removal of Equipment and other similar articles used in the DPP Business as of the Closing, notwithstanding that they may bear one or more any of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) the appearance from all acquired product, service and technical information, promotional aids, promotional materials, literature and other printed material 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 FH Business until no later than 60 days following 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 respect to FH Assets bearing any Retained Name that is held by Names, re-label such distributors as of assets or remove such Retained Names from such assets until no later than six (6) months after the Closing Date; (v) cease using name plates and molds bearing any Retained Names until the date that is six (6) months after the Closing Date; (vi) cease using the Retained Names on inventories existing on the Closing Date until eighteen (18) months after the Closing Date; and (vii) refrain from disclosing to its customers and potential customers that it is conducting the FH Business as a successor to the Seller from and after the Closing Date; provided, however, that, notwithstanding the above (including time periods listed in clauses (i) through (vii)), Buyer agrees (x) to use commercially reasonable efforts to complete the above actions as promptly as practicable following the Closing, (y) that after the Closing Date Buyer and its Affiliates will not expressly, or by implication, do business as or represent themselves as Seller or its Affiliates, and (z) that Buyer shall use its commercially reasonable efforts to cause third party users of any of the Retained Names, whose rights terminate upon the Closing pursuant to this Section 5.7, to cease use of the Retained Names, except as expressly authorized thereafter by Seller. Buyer and its Affiliates shall not apply to register or register any of the Trademarks forming a part of or associated with the Retained Names. (c) Any use of the Retained Names by the Transferred FH Companies and their Closing Subsidiaries permitted by this Section 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to the same 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 may reflect negatively on such name and marks or on Seller or any of its Affiliates; (iii) 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, are not Affiliates or otherwise related to each other; (iv) Buyer and its Affiliates shall, in connection with all written uses of the Retained Names in connection with the FH 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 FH Companies and their Closing Subsidiaries and not from Seller; and (v) Effective upon the expiration or termination of their respective rights under this Section 5.7, Buyer and its Affiliates hereby assign to Seller their rights, if any, to any Trademarks forming a part of or associated with the Retained Names that they may retain. (d) At the 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 5.7, in their possession, custody, or under their control bearing any of the Retained Names and shall permit Seller to inspect their premises and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.7(c) are complied with. (e) Buyer and its Affiliates, other than the Transferred FH Companies and their Closing Subsidiaries, shall have no right to use any of the Retained Names. (f) 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 Seller or any of its Affiliates in relation to the use of the Retained Names, Seller shall (i) be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.7, and (ii) have the right to terminate all rights to use the Retained Names as described in this Section 5.7, 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 by Newco, Buyer or any of its Affiliates of 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 Names pursuant 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 Businessthis Section 5.7.

Retained Names. Following (a) Except as otherwise provided in this Section 5.7, Buyer shall use commercially reasonable efforts to cease and discontinue all uses of the Retained Names immediately upon the Closing. (b) Notwithstanding the provisions of Section 5.7(a), Newco shall cause Buyer is not required to (and may use the Transferred DPP Companies and their Subsidiaries to, Retained Names as contemplated by this Section 5.7(b)): (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 assets and other materials owned or possessed by the Transferred DPP FH Companies and their Closing Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, manuals, forms, websites, email, computer software and other materials and systems systems, until no later than 60 days following the Closing Date; (except ii) file all such documents with Governmental Authorities and otherwise take such steps as are necessary 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, cause the Transferred DPP FH Companies and their Closing Subsidiaries may continue to report in textual sentences in change their corporate and assumed names, as applicable, to names that do not include Retained Names (including descriptions such as “formerly known as” preceding or modifying a factually accurate and non-prominent manner on Retained Name), until no later than 60 days following the DPP Business’ website, securities filings and other materials that Closing Date; (iii) complete 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 removal of Equipment and other similar articles used in the DPP Business as of the Closing, notwithstanding that they may bear one or more any of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) the appearance from all acquired product, service and technical information, promotional aids, promotional materials, literature and other printed material 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 FH Business until no later than 60 days following 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 respect to FH Assets bearing any Retained Name that is held by Names, re-label such distributors as of assets or remove such Retained Names from such assets until no later than six (6) months after the Closing Date; (v) cease using name plates and molds bearing any Retained Names until the date that is six (6) months after the Closing Date; (vi) cease using the Retained Names on inventories existing on the Closing Date (or made in accordance with Section 5.7(b)(v)) until eighteen (18) months after the Closing Date; and (vii) refrain from disclosing to its customers and potential customers that it is conducting the FH Business as a successor to the Seller from and after the Closing Date; provided, however, that, notwithstanding the above (including time periods listed in clauses (i) through (vii)), Buyer agrees (x) to use commercially reasonable efforts to complete the above actions as promptly as practicable following the Closing, (y) that after the Closing Date Buyer and its Affiliates will not expressly, or by implication, do business as or represent themselves as Seller or its Affiliates, and (z) that Buyer shall use its commercially reasonable efforts to cause third party users of any of the Retained Names, whose rights terminate upon the Closing pursuant to this Section 5.7, to cease use of the Retained Names, except as expressly authorized thereafter by Seller. Buyer and its Affiliates shall not apply to register or register any of the Trademarks forming a part of or associated with the Retained Names. (c) Any use of the Retained Names by the Transferred FH Companies and their Closing Subsidiaries permitted by this Section 5.7 shall be subject to the following conditions: (i) Use of the Retained Names shall be in the same form and manner, to the same 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 may reflect negatively on such name and marks or on Seller or any of its Affiliates; (iii) 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, are not Affiliates or otherwise related to each other; (iv) Buyer and its Affiliates shall, in connection with all written uses of the Retained Names in connection with the FH 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 FH Companies and their Closing Subsidiaries and not from Seller; and (v) Effective upon the expiration or termination of their respective rights under this Section 5.7, Buyer and its Affiliates hereby assign to Seller their rights, if any, to any Trademarks forming a part of or associated with the Retained Names that they may retain. (d) At the 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 5.7, in their possession, custody, or under their control bearing any of the Retained Names and shall permit Seller to inspect their premises and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.7(c) are complied with. (e) Buyer and its Affiliates, other than the Transferred FH Companies and their Closing Subsidiaries, shall have no right to use any of the Retained Names. (f) 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 Seller or any of its Affiliates in relation to the use of the Retained Names, Seller shall (i) be entitled to a temporary, preliminary or permanent injunction or other equitable relief in accordance with Section 10.7, and (ii) have the right to terminate all rights to use the Retained Names as described in this Section 5.7, 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 by Newco, Buyer or any of its Affiliates of 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 Names pursuant 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 Businessthis Section 5.7.