Seller Marks. (a) Buyers acknowledge that: (i) as between Seller and Buyers, Seller shall exclusively own all right, title and interest in and to all Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, and are not acquiring any rights, to use the Seller Marks after the Closing Date, except as stated in this Section 4.16. Following the Closing, Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) 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 “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “Xxxx” or any other Seller Xxxx, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks following the Closing: (i) in connection with the continued operation of the Business in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; (ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), in each case at any time following the Closing. Seller hereby disclaims all express a...
Seller Marks. Seller hereby grants, on behalf of itself and its Affiliates, to the Buyer, a limited, non-exclusive, fully paid-up, royalty-free, non-assignable, non-sublicensable license for twelve (12) months following the Closing (the “Transition Period”) to use the Seller Marks solely as they were used in the Business prior to the Closing in a manner consistent with past practice, including on packaging and other physical and tangible materials. At the end of the Transition Period, Buyer shall cease, and shall cause its Affiliates to cease, all further use or display of the Seller Marks in connection with the Business. Buyer agrees that its and its Affiliates’ use of the Seller Marks pursuant to the license this Section 6.15 shall be solely in connection with goods and services that reflect the high levels of quality and goodwill associated with the Seller Marks as of the Closing Date. Nothing in this Section 6.15 shall prohibit Buyer and its Affiliates from using the Seller Marks after the Transition Period: (a) for uses that are required by applicable Law, (b) for internal uses that are not visible to the public, until such items are replaced in the ordinary course of business, (c) on historical legal and business agreements and documents, (d) to describe the history of or current state of the relationship between the Business and Seller and its other Affiliates, and (e) in any other manner that would not constitute trademark infringement or that would constitute “fair use” of the Seller Marks under applicable Law. The term “Seller Marks” means all trademarks, service marks, trade dress, logos, trade names and corporate names owned by Seller or any of its Affiliates that are not included in the Purchased Assets, including those containing or comprising “NOVABAY,” and any confusingly similar variations, translations, transliterations, abbreviations or derivatives thereof, whether used alone or in combination with other words or logos.
Seller Marks. After the Closing, Buyer, for itself and its Affiliates, acknowledges and agrees that neither Buyer nor any of its Affiliates shall have any rights in any of the Seller Marks and neither Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of Sellers or any of their Affiliates in or to the Seller Marks. In furtherance of the forgoing, as soon as practicable following the Closing Date, but no later than 180 days following such date, Buyer shall remove and change signage, change and substitute promotional or advertising material in whatever medium, change stationery and packaging and take all such other steps as may be required or appropriate to cease use of the Seller Marks; provided, however, notwithstanding anything to the contrary herein, Buyer shall not be in breach of this Section 6.27 by reason of (i) the appearance of the Seller Marks in or on any manuals, work sheets, operating procedures, other written or electronic data, materials or assets existing as of the Closing that are used for internal purposes only in connection with the Business, provided that Buyer endeavors to remove such appearances of the Seller Marks in the ordinary course of the operation of the Business; or (ii) the appearance of the Seller Marks in or on any third party’s publications, marketing materials, brochures, instruction sheets, equipment or products that Sellers 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 Buyer has no control, or (iii) the use by Buyer of the Seller Marks in a non-trademark manner for purposes of conveying to customers or the general public that the ownership of the Business has changed.
Seller Marks. No later than one hundred eighty (180) days after the Closing Date, Buyer shall cease using any names, marks, trade names, trademarks and corporate symbols and logos incorporating “Southern Union”, “Southern,” “SU” and “SUG” (collectively and together with all other names, marks, trade names, trademarks and corporate symbols and logos owned by Seller or any of its Affiliates, other than those included in the Assets, the “Seller Marks”) and shall remove from the Assets any and all Seller Marks. Thereafter, except as required by Legal Requirement or with the prior written consent of Seller, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations. In the event that Buyer breaches this Section 6.4, Seller shall be entitled to specific performance of this Section 6.4 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.
Seller Marks. (a) Prior to the Closing, Seller shall, and shall cause its applicable Affiliates to, assign to one or more members of the Company Group all registered Company Intellectual Property Rights owned by Seller or its Affiliates (other than Company Group members).
(b) Buyer and, on and after the Closing, the Company Group shall have no right, title or interest in or to the “United States Steel,” “U.S.S.” or “U. S. Steel” names and trademarks, any stylized variations, logos and designs used in connection with the foregoing, any variation or derivative of any of the foregoing, or any names, trademarks, logos or designs confusingly similar to any of the foregoing (collectively, the “Seller Marks”). Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of the Closing, the Company) shall acquire any goodwill, rights or benefits arising from the Seller Marks and that all such goodwill, rights and benefits shall inure solely to Seller.
(c) Within 90 days of the Closing Date, Buyer shall cause the Company Group to (i) cease any and all use of the Seller Marks, (ii) destroy and dispose of all materials in its possession or subject to its control, bearing any Seller Marks, and (iii) cause their names to be changed to such other names that do not include the Seller Marks and make all necessary filings and use Commercially Reasonable Efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of the Company Group members such that they will not include any Seller Marks. From and after the Closing, none of Buyer, Buyer’s Affiliates or the Company Group members shall challenge the ownership, validity or enforceability of any Seller Marks.
(d) Notwithstanding the foregoing, the Parties acknowledge that this Agreement does not, and shall not, convey, transfer or assign any right, title or interest in any trademark, name or logo of any third party.
Seller Marks. As soon as reasonably practicable, but in no event more than ninety (90) days after the Closing Date, Buyer shall, and shall cause its Affiliates, including the Companies, to: (i) cease using any names, marks, trade names, trademarks and corporate symbols and logos incorporating “Dynegy”, including those listed in Schedule 6.10 and any word or expression similar thereto or constituting an abbreviation or extension thereof (collectively and together with all other names, marks, trade names, trademarks and corporate symbols and logos owned by Seller or any of its Affiliates, the “Seller Marks”); and (ii) remove from the Stations (and other assets of the Companies) and any Specified Assets any and all Seller Marks and amend the relevant organizational documents of the Companies to change the names of the Companies to names that do not include any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations. In the event that Buyer breaches this Section 6.10, Seller shall be entitled to specific performance of this Section 6.10 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.
Seller Marks. Purchaser agrees that Seller, the Property Manager, or any of their respective affiliates, are the sole owners of all right, title and interest in and to the Seller Marks (or have the right to use such Seller Marks pursuant to license agreements with third parties) and that no right, title or interest in or to the Seller Marks is granted, transferred, assigned or conveyed as a result of this Contract. Purchaser further agrees that Purchaser will not use the Seller Marks for any purpose.
Seller Marks. Buyer agrees that (a) Buyer has no, and after each Closing, none of the Companies or any of the Purchased Subsidiaries being transferred to Buyer at such Closing will have any, right, title or interest in or to the names “Inland”, “Inland American” and “Inland American Real Estate”, or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing, including any derivations, modifications or alterations thereof, and any word, name or xxxx confusingly similar thereto (collectively, the “Seller Marks”), (b) Buyer and each Company and each Purchased Subsidiary transferred to Buyer at any Closing shall have no right to use the Seller Marks after the applicable Closing Date and (c) Buyer shall not, and from and after the each Closing shall cause each Company and each Purchased Subsidiary transferred to Buyer at such Closing to cease to, use the Seller Marks after such Closing Date or hold itself out as having any sponsorship, endorsement or affiliation with Seller or any of its Affiliates. Within ten (10) Business Days after each Closing Date, Buyer shall make such filings with Governmental Authorities as are necessary to formally change the name of any Company or Purchased Subsidiary which was transferred to Buyer at such Closing and which has a name using one or more of the Seller Marks, to a name not using a Seller Xxxx.
Seller Marks. Buyer shall obtain no right, title, interest, license or any other right whatsoever to use the word “OGE” or “Enogex” or any trademarks containing or comprising the foregoing, or any trademark confusingly similar thereto or dilutive thereof (collectively, the "Seller Marks”). From and after the Closing, Buyer agrees that it shall (a) cause EAPC to change its name, and will cease to use the name “Enogex Arkansas Pipeline Corporation” or any other name used by EAPC or any derivative or abbreviation thereof in any manner, or any name similar to any of the foregoing names, (b) cause EAPC and NOARK to cease using the Seller Marks in any manner, directly or indirectly, except for such limited uses as cannot be promptly terminated (e.g., signage, e-mail addresses, and as a referral or pointer to the acquired website), and to cease such limited usage of the Seller Marks as promptly as possible after the Closing and in any event within 90 days following the Closing Date and (c) remove, strike over or otherwise obliterate all Seller Marks from all assets and all other materials owned, possessed or used by the NOARK Group. The Parties agree, because damages would be an inadequate remedy, that a Party seeking to enforce this Section 7.6 shall be entitled to seek specific performance and injunctive relief as remedies for any breach thereof in addition to other remedies available at law or in equity. This covenant shall survive indefinitely without limitation as to time.
Seller Marks. (a) Except as provided in this Section 5.06, Buyer and the Companies shall have no right, title or interest in or to the Seller Marks after the Closing. Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of the Closing, the Companies) shall acquire any goodwill, rights or benefits arising from the Seller Marks (or their use thereof during the Transition Period) and that all such goodwill, rights and benefits shall inure solely to Seller.
(b) Promptly after the Closing Date (and in any event within six (6) months thereafter, the “Transition Period”), (i) Buyer shall, and shall cause its Affiliates (including, after the Closing, the Companies) to, cease any and all use of the Seller Marks, including by removing the Seller Marks from any and all assets, inventories, advertisements, website content, other internet or electronic communication vehicles and other documents and materials of the Companies (other than non-public materials that were created prior to the Closing Date and that remain non-public), and (ii) Buyer shall cause the Companies to take actions to cause their names to be changed to such other names that do not include the Seller Marks (including by making all necessary filings and using commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of the Companies such that they will not include any Seller Marks). Subject to the foregoing, Seller and its Affiliates hereby grant to Buyer and its Affiliates (including, after the Closing, the Companies) a non-exclusive, non-transferable, non-sublicensable (except to its and their respective vendors, distributors and other service providers solely in connection with the operation of the Business, and not for the independent use of such sublicensee, and provided that Buyer shall be fully liable to Seller for any such third party’s use of any Seller Marks as though such use were made by Buyer itself), worldwide right and license to use the Seller Marks, solely during the Transition Period and solely in connection with the continued operation of the Business during the Transition Period in a manner consistent with past practice and customary “phase out” use. At Buyer’s request, Seller shall (and shall cause its Affiliates to), solely during the Transition Period, maintain a mutually agreeable statement and link, on Seller’s and its Affi...
