Common use of Sell-Off Period Clause in Contracts

Sell-Off Period. If (or to the extent) Edgewell’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 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 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 Edgewell) (the “Sell-Off Period”); provided that all of the provisions of this Agreement applicable to Edgewell’s use of any such Licensed Trademarks shall apply during such Sell-Off Period and Edgewell’s right to use any such Licensed Trademarks shall be subject to Edgewell’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.

Sell-Off Period. If (or to the extent) EdgewellEnergizer’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 Edgewell 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 EPC 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 EdgewellEnergizer) (the “Sell-Off Period”); provided that all of the provisions of this Agreement applicable to EdgewellEnergizer’s use of any such Licensed Trademarks shall apply during such Sell-Off Period and EdgewellEnergizer’s right to use any such Licensed Trademarks shall be subject to EdgewellEnergizer’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.