Common use of Sell-Off Period Clause in Contracts

Sell-Off Period. If (or to the extent) Energizer’s license to use any Licensed Trademarks terminates pursuant to Section 3(b) upon expiration of the two (2) year period beginning on the Effective Time, then Energizer may continue to distribute, offer to sell, and sell goods (including goods in Existing Packaging) that were in existence as of the Effective Time, included in the EHP Assets and bear any such Licensed Trademark for an additional one (1) year following expiration of the Trademark License Term (or until the earlier Change in Control of Energizer) (the “Sell-Off Period”); provided that all of the provisions of this Agreement applicable to Energizer’s use of any such Licensed Trademarks shall apply during such Sell-Off Period and Energizer’s right to use any such Licensed Trademarks shall be subject to Energizer’s continued compliance with such terms during the Sell-Off Period; and provided further, however, that there shall be no Sell-Off Period if there has been a Change in Control prior to expiration of the two (2) year period beginning on the Effective Time.

Sell-Off Period. If (or to the extent) EnergizerEdgewell’s license to use any Licensed Trademarks terminates pursuant to Section 3(b) upon expiration of the two (2) year period beginning on the Effective Time, then Energizer Edgewell may continue to distribute, offer to sell, and sell goods (including goods in Existing Packaging) that were in existence as of the Effective Time, included in the EHP EPC Assets and bear any such Licensed Trademark for an additional one (1) year following expiration of the Trademark License Term (or until the earlier Change in Control of EnergizerEdgewell) (the “Sell-Off Period”); provided that all of the provisions of this Agreement applicable to EnergizerEdgewell’s use of any such Licensed Trademarks shall apply during such Sell-Off Period and EnergizerEdgewell’s right to use any such Licensed Trademarks shall be subject to EnergizerEdgewell’s continued compliance with such terms during the Sell-Off Period; and provided further, however, that there shall be no Sell-Off Period if there has been a Change in Control of Edgewell prior to expiration of the two (2) year period beginning on the Effective Time.