Common use of Seller Marks Clause in Contracts

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. After the Closing, Buyer, for itself and its Affiliates, Buyer acknowledges and agrees that neither Buyer nor as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of its Affiliates shall have any rights in the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than one hundred eighty (180) days after the Closing Date, Buyer shall remove, cover or conceal from the Facilities or the Acquired Assets all of the Seller Marks, including signage at the Facilities, and neither shall dispose of any unused products, signage, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing; provided that Buyer nor shall, within ten (10) Business Days after the Closing Date, remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates shall contest or otherwise in the ownership or validity conduct of any rights of Sellers its or any of their Affiliates in its Affiliates’ businesses or to the Seller Marksoperations. In furtherance of the forgoingevent that Buyer breaches this Section 5.7, as soon as practicable following the Closing Date, but no later than 180 days following such date, Buyer Seller 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 entitled to cease use of the Seller Marks; provided, however, notwithstanding anything to the contrary herein, Buyer shall not be in breach specific performance of this Section 6.27 by reason of (i) the appearance of the Seller Marks in or on any manuals5.7 and to injunctive relief against further violations, 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 well as any other similar uses by any such third party over which Buyer has no control, remedies at law or (iii) the use by Buyer of the Seller Marks in a non-trademark manner for purposes of conveying equity available to customers or the general public that the ownership of the Business has changedSeller.

Seller Marks. After As soon as reasonably practicable after the Closing but in no event later than forty-five (45) days (or fifteen (15) days with respect to electronic uses) after the Closing, Buyer shall, and shall cause the Purchased Companies to, (i) cease all use of any trademarks and service marks that include the Sellers’ name or the logo associated with the Sellers’ name (the “Seller Marks”), (ii) remove, destroy or strike over all Seller Marks from any labeling, stationery, forms, supplies, displays, marketing, advertising and promotional materials, manuals, and other materials existing as of Closing that bear any Seller ▇▇▇▇, and (iii) remove all Seller Marks from all assets, websites, domain names, social media accounts, email and other online materials and from all signage and other displays. All goodwill associated with the use by Buyer and the Purchased Companies of the Seller Marks shall inure to the sole and exclusive benefit of the Sellers or their Affiliates, as applicable. Following the Closing, none of Buyer, for itself and its Affiliates, acknowledges and agrees that neither Buyer nor any or the Purchased Companies shall contest the validity or ownership of its Affiliates shall have any rights in any of the Seller Marks and neither or adopt or employ any Seller ▇▇▇▇ (or any variation or derivative thereof) or any other ▇▇▇▇ that is confusingly similar thereto. At no time following the Closing shall Buyer nor any of its Affiliates shall contest or the ownership Purchased Companies hold themselves out as being associated with or validity of any rights of affiliated with the Sellers or any of their Affiliates. Notwithstanding the foregoing, the Sellers agree that the Buyer, its Affiliates in or (including, after the Closing, the Purchased Companies) have the right, at all times after the Closing, 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 (iia) 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 Dateextent required by applicable Law, 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 (iiib) the use by Buyer of the Seller Marks in a neutral, non-trademark manner for purposes of conveying to customers or describe the general public that the ownership history of the Business has changedbusiness of the Purchased Companies, (c) on internal office supplies (e.g., pens, cups, notepads) and software that are not visible to the public until their replacement in the Ordinary Course of Business, and (d) on historical legal and business agreements and documents.

Seller Marks. After Except as set forth below or as specifically contemplated by the ClosingTransition Services Agreement, BuyerBuyer shall obtain no right, for itself and its Affiliatestitle, 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 interest, license or any of their Affiliates other right whatsoever to use the name “FCI” or any trademarks or logos containing or comprising the foregoing in whole or to in part (collectively, the “Seller Marks”). In furtherance of the forgoing, as As soon as practicable following the Closing DateClosing, but no later than 180 days twelve (12) months following such datethe Closing Date, Buyer agrees that it shall remove and change signage, change and substitute promotional or advertising material in whatever medium, change stationery and packaging 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, that Buyer shall not be in breach of deemed to have violated this Section 6.27 7.10 by reason of (i) its use after the Closing of any inventory existing as of the Closing Date, (ii) the appearance of the Seller Marks that are permanently marked in or on any tools, dies, molding, equipment, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data, materials or other 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 business and shall remove such appearances no later than three (3) years following the operation of the Business; Closing, or (iiiii) the appearance of the Seller Marks in or on any third party’s publications, marketing materials, brochures, instruction sheets, equipment or products that Sellers 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 Buyer has no control, or (iiiiv) 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 name of the Business has changedchanged or the change in ownership or historical origins of the Business. The parties agree, because damages could be an inadequate remedy, that Seller shall be entitled to seek specific performance and injunctive relief as remedies for any breach of this Section 7.10 in addition to other remedies available at law or in equity.

Seller Marks. After the Closing, Buyer, for itself and its Affiliates, Buyer acknowledges and agrees that neither Buyer nor as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of its Affiliates shall have any rights in the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than one hundred eighty (180) days after the Closing Date, Buyer shall remove, cover or conceal from the Facilities or the Acquired Assets all of the Seller Marks, including signage at the Facilities, and neither shall dispose of any unused products, Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 65 of 159 000202 EXECUTION VERSION signage, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing; provided that Buyer nor shall, within ten (10) Business Days after the Closing Date, remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates shall contest or otherwise in the ownership or validity conduct of any rights of Sellers its or any of their Affiliates in its Affiliates’ businesses or to the Seller Marksoperations. In furtherance of the forgoingevent that Buyer breaches this Section 5.7, as soon as practicable following the Closing Date, but no later than 180 days following such date, Buyer Seller 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 entitled to cease use of the Seller Marks; provided, however, notwithstanding anything to the contrary herein, Buyer shall not be in breach specific performance of this Section 6.27 by reason of (i) the appearance of the Seller Marks in or on any manuals5.7 and to injunctive relief against further violations, 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 well as any other similar uses by any such third party over which Buyer has no control, remedies at law or (iii) the use by Buyer of the Seller Marks in a non-trademark manner for purposes of conveying equity available to customers or the general public that the ownership of the Business has changedSeller.