Common use of Rights in Certain Trademarks and Contracts Clause in Contracts

Rights in Certain Trademarks and Contracts. Prior to or at the Closing or as promptly as practicable thereafter, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, Seller shall transfer or assign, or cause to be transferred or assigned to the Companies and their Subsidiaries (i) all Intellectual Property owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) that is used solely in the businesses of the Companies and their Subsidiaries, (ii) all rights in and to the name “Commonwealth,” “United Title,” “United Capital Title,” “Lawyers Title” and any of the names and trademarks set forth on Section 5.9(a)(ii) of the Company Disclosure Schedule owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries), (iii) each contract, arrangement, commitment or understanding to which Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) is a party that relates to the use of Intellectual Property solely in connection with the businesses of the Companies and their Subsidiaries; and (iv) any contract, arrangement, commitment or understanding set forth on Section 5.9(a)(iv) of the Company Disclosure Schedule. Such transfers shall be at no additional cost to Buyers, the Companies or their respective Subsidiaries and Affiliates. For the avoidance of doubt, none of the Intellectual Property set forth on Section 5.9(a)(v) of the Company Disclosure Schedule nor rights in the words “LandAmerica” nor derivatives thereof nor the LandAmerica logo nor derivatives thereof shall be transferred or assigned to the Companies or their Subsidiaries.

Rights in Certain Trademarks and Contracts. Prior to or at the Closing or as promptly as practicable thereafter, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, Seller shall transfer or assign, or cause to be transferred or assigned to the Companies and their Subsidiaries (i) all Intellectual Property owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) that is used solely in the businesses of the Companies and their Subsidiaries, (ii) all rights in and to the name “Commonwealth,” “United Title,” “United Capital Title,” “Lawyers Title” and any of the names and trademarks set forth on Section 5.9(a)(ii) of the Company Disclosure Schedule owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries), (iii) each contract, arrangement, commitment or understanding to which Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) is a party that relates to the use of Intellectual Property solely in connection with the businesses of the Companies and their Subsidiaries; and (iv) any contract, arrangement, commitment or understanding set forth on Section 5.9(a)(iv) of the Company Disclosure Schedule. Such transfers shall be at no additional cost to BuyersBuyer, the Companies or their respective Subsidiaries and Affiliates. For the avoidance of doubt, none of the Intellectual Property set forth on Section 5.9(a)(v) of the Company Disclosure Schedule nor rights in the words “LandAmerica” nor derivatives thereof nor the LandAmerica logo nor derivatives thereof shall be transferred or assigned to the Companies or their Subsidiaries.