Common use of Seller Marks Clause in Contracts

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. (a) Prior to Buyer and 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 Companies will have no right, title or interest in or to (i) any trademarks owned by Seller or its Affiliates (excluding the “United States Steel,” “U.S.S.” or “U. S. Steel” names and trademarks, any stylized variations, logos and designs used Companies) as of the date hereof including those listed in connection with Section 6.06 of the foregoingDisclosure Schedule, any variation or derivative of any of the foregoing, and any names or any names, trademarks, logos or designs trademarks confusingly similar to any of the foregoing (collectively, the “Seller Marks”) or (ii) the Founder Rights (the Founder Rights and Seller Marks, collectively, the “Excluded Marks”). Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of the Closing, the CompanyCompanies) shall acquire any goodwill, rights or benefits arising from the Seller Excluded Marks and that all such goodwill, rights and benefits shall inure solely to SellerSeller or its respective Affiliates, as applicable (it being understood that, to the extent Buyer or any of its Affiliates (including, as of the Closing, the Companies) acquires any right, title and interest in and to any Excluded Marks, Buyer or such Affiliate hereby irrevocably and perpetually assigns to Seller or its respective Affiliates, as applicable, all such right, title and interest in and to such Excluded Marks, together with all associated goodwill and all rights to ▇▇▇ for the past, present and future infringement, dilution or other violation of such Excluded Marks). (cb) Within 90 days Prior to the end of the Closing DateTransitional Trademark License Term, Buyer shall cause the Company Group Companies to (i) cease any and all use of the Seller Excluded Marks, (ii) delete or destroy any and dispose of all materials in its possession or subject to its control, bearing any Seller Marks, under their control that contain the Excluded Marks and (iii) cause their corporate names to be changed to such other corporate names that do not include the Seller Excluded Marks and make all necessary filings and use Commercially Reasonable Efforts 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 Companies such that they will not include any Seller Excluded Marks, provided that Companies may make minimal use of the Excluded Marks solely in connection with a reference to the Companies’ history that is factually accurate. From and after the Closing, none of Buyer, Buyer’s Affiliates or the Company Group members Companies shall challenge the ownership, validity or enforceability of any Seller Marks. For the avoidance of doubt, Buyer and the Companies acknowledge and agree that Seller and its Affiliates may make minimal use of any trademarks included in the Company Intellectual Property Rights solely in connection with a reference to the Companies’ history that is factually accurate. (dc) Notwithstanding Effective as of the foregoingClosing, Seller, on behalf of itself and its Affiliates (other than the Parties acknowledge that Companies), hereby grants to Buyer and the Companies, for a period of 180 days immediately after the Closing (the “Transitional Trademark License Term”), a limited, non-exclusive, non-sublicenseable, royalty-free license to use the Excluded Marks but solely to the extent used by the Companies as of the Closing Date and solely to facilitate the transition by Buyer and the Companies to new names and marks, including packaging and selling business inventory of the Companies containing any Excluded Marks (without alteration or modification) in the ordinary course of business consistent with past practice. All goodwill associated with the Excluded Marks generated by Buyer’s and the Companies’ use of the Excluded Marks pursuant to the foregoing license in this Agreement does not, Section 6.07(c) shall inure to the benefit of Seller and shall not, convey, transfer or assign its Affiliates (other than the Companies). To the extent any right, title or interest in or to any trademarkExcluded ▇▇▇▇ vests in Buyer or the Companies by operation of law or otherwise, name Buyer or logo the Companies, as applicable, hereby irrevocably and perpetually assign to Seller any and all such right, title and interest throughout the world in and to such Excluded ▇▇▇▇. Buyer and the Companies shall (i) use the Excluded Marks at a level of quality equivalent to that in effect for the Excluded Marks as of the Closing and in accordance with Seller’s standards of use and quality control guidelines and procedures (as the same may be updated from time to time) and (ii) ensure that Buyer’s or the Companies’ sale and distribution of any products bearing the Excluded Marks shall not reflect adversely upon, damage or tarnish the good name and reputation of Seller or its Affiliates or any of the products manufactured or sold by Seller, its Affiliates and/or any third partyparties authorized by Seller.

Seller Marks. (a) Prior to the ClosingBuyer, Seller shall, for itself 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 andincluding, on and after the Closing, the Company Group shall have no Company), acknowledges and agrees that (a) Buyer is not purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Seller Marks and that Seller and its Subsidiaries (other than the “United States Steel,” “U.S.S.” or “U. S. Steel” names and trademarks, any stylized variations, logos and designs used in connection with Company) are the foregoing, any variation or derivative of any exclusive owners of the foregoing, or any names, trademarks, logos or designs confusingly similar to any of the foregoing (collectively, the “Seller Marks”). , (b) neither Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of after the Closing, the Company) shall acquire have any goodwillrights in or to any Seller Marks, 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 on the Closing Date, Buyer shall and shall cause its Affiliates, including the Company Group Company, to cease use of (and thereafter not use) the Seller Marks (other than as licensed in this Section 6.15) and (d) Buyer shall not and shall not authorize any Person to (and Buyer shall cause its Affiliates and, after the Closing, the Company, to not and to not authorize any Person to), (i) cease use, register, seek to use or register in any and all use jurisdiction any of the Seller MarksMarks or any other Marks confusingly similar thereto, (ii) destroy and dispose of all materials in its possession or subject to its controlcontest the use, 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 rights of Seller or any of its Affiliates in or to any of the Seller Marks. , or (diii) represent that it has authority to bind Seller or any of its Affiliates. Notwithstanding the foregoing, for a period not to exceed 120 days immediately following the Parties acknowledge Closing Date, Seller hereby non-exclusively licenses the Company to use the Seller Marks that this Agreement does notwere used in the conduct of the Business as of the Closing Date in the Ordinary Course of Business, in the same manner, and for the same purpose, as such Seller Marks were used by the Company in such conduct of the Business and only with respect to materials containing such Seller Marks as of the Closing, solely for purposes of winding down the Company’s use of such Seller Marks in connection with the Business. The foregoing permitted use is subject to compliance by the Company with the quality control requirements in effect for the Seller Marks as of the Closing Date. The Company shall, within 120 days after the Closing Date, destroy or exhaust all materials bearing the Seller Marks, including signage, advertising, promotional materials, packaging, inventory, electronic materials, collateral goods, business cards, website content, invoices, receipts, forms, product, training and service literature and materials and other materials (collectively, “Materials”), or shall not, convey, transfer or assign any right, title or interest in any trademark, name or logo alter such Materials so as to remove the Seller Marks. Any goodwill arising from the use of any third partyof the Seller Marks by the Company as described in this Section 6.15 shall inure to the benefit of Seller. For clarity, nothing in this Section 6.15 shall prohibit the Company from use of the Seller Marks after Closing (i) in historical documents, contracts or records or internal business materials, in all cases that exist as of the Closing Date and solely for internal purposes, (ii) in a neutral, non-trademark manner to describe the history of the Company or the Business and (iii) as required by applicable Law.

Seller Marks. (ai) Prior Except with respect 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 or as expressly set forth in this Section 6.05, the parties acknowledge and agree that none of the parties grants any license or other right with respect to any of its Intellectual Property Rights to any other party under this Agreement, whether by Seller implication, estoppel, exhaustion or otherwise, and each party retains and reserves all of its Affiliates (other than Company Group members)rights with respect to its Intellectual Property Rights to the extent not expressly granted under this Agreement. (bii) Notwithstanding anything herein to the contrary, subject to Section 6.05(a)(iii), Buyer and, on and after the Closing, the Company Acquired Group shall have no right, title or interest in or to any and all (A) trademarks or other indicia of origin owned by Seller or any member of the “United States Steel,” “U.S.S.” or “U. S. Steel” names and trademarksRetained Group as of the Closing Date, any (B) stylized variations, logos and designs used in connection with the foregoing, any (C) variation or derivative of any of the foregoing, or any (D) names, trademarks, logos or designs confusingly similar to any of the foregoing and (E) goodwill associated therewith (collectively, the “Seller Marks”), in each case of (A) through (E), except Seller Marks that are part of a combined trademark listed as Company Registered IP in Section 3.15(a) of the Company Disclosure Schedule, and more specifically listed on Section 6.05(a)(ii) of the Company Disclosure Schedule (“Compound Marks”). Buyer Buyer, on behalf of itself and its Affiliates (including, on and after the Closing, the Acquired Group), hereby acknowledges and agrees that (x) as between the parties, Seller and its Affiliates are the sole and exclusive owners of all right, title and interest in and to Seller Marks and (y) neither it Buyer nor any of its Affiliates (including, as of on and after the Closing, the CompanyAcquired Group) shall has acquired or will acquire any goodwillright, rights title or benefits arising from the interest in or to Seller Marks (or any goodwill associated therewith). Nothing herein shall prevent, prohibit, restrict or otherwise limit Buyer or any of its Affiliates (including, on and after the Closing, the Acquired Group) from, following the Closing, (1) accurately stating the historical relationship between the Business or any member of the Acquired Group, on the one hand, and Parent or any member of the Retained Group, on the other hand, or (2) making any use of any Seller Marks or Compound Marks in a manner that all such goodwill, rights and benefits shall inure solely to Sellerwould constitute “fair use” under Applicable Law. (ciii) Within 90 Without limiting the generality of Section 6.05(a)(i) and Section 6.05(a)(ii), Seller (on behalf of itself and the members of the Retained Group) hereby grants a limited, non-exclusive right to Buyer and its Affiliates (including, on and after the Closing, the Acquired Group) for a period of six (6) months following the Closing to use the Compound Marks and for a period of sixty (60) days following the Closing to use Seller Marks that are not Compound Marks (A) solely in connection with goods, products and services that are (x) the type of goods, products and services in connection with which Parent and its Affiliates were using Seller Marks or Compound Marks as of the Closing Dateand (y) of a quality at least as high as the quality of goods, products and services provided by Parent and its Affiliates immediately prior to the Closing and (B) subject to all style and other usage guidelines in effect for Seller Marks or Compound Marks immediately prior to the Closing provided to Buyer in writing reasonably in advance. All goodwill associated with the use by Buyer and its Affiliates (including, on and after the Closing, the Acquired Group) of Seller Marks shall inure to the sole and exclusive benefit of Parent or its Affiliates, as applicable. (iv) Promptly upon the expiration of the applicable period set forth in Section 6.05(a)(iii), the Acquired Group shall (and Buyer shall cause the Company Acquired Group to to) (iA) cease and discontinue any and all use of the Seller Marks and Compound Marks, (iiB) redirect any domain names containing Seller Marks or Compound Marks to domains that do not contain Seller Marks or Compound Marks, (C) destroy and dispose of of, or otherwise remove all Seller Marks and Compound Marks from, all public-facing materials in its possession or subject to its control, bearing any Seller Marks or Compound Marks, and (iiiD) cause their names to be changed to such other names that do not include the Seller Marks or Compound Marks and make all necessary filings and use Commercially Reasonable Efforts 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 Acquired Group members such that they will not include any Seller Marks or Compound 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 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. (a) Prior to Buyer and 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 Companies shall have no right, title or interest in or to the “United States Steel,” “U.S.S.” or “U. S. SteelMasco” names and trademarks, any trademarks or other indicia of origin listed in Section 5.06(a) of the Seller Disclosure Schedule, 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 CompanyCompanies) 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. (ca) Within 90 Without limiting the generality of the foregoing, Seller grants a limited, non-exclusive right to Buyer and the Companies for a period of one hundred eighty (180) days of following the Closing to use the Seller Marks, but solely to the extent necessary to allow Buyer and the Companies to market, distribute and sell the products manufactured by the Companies prior to the Closing Date (it being understood that (i) Buyer and the Companies shall only utilize labels and packaging, advertising, marketing, sales and promotional materials to the extent they existed immediately prior to the Closing Date, and (ii) notwithstanding the foregoing, Buyer and the Companies shall neither (A) use any Seller Marks in any manner or for any purpose which in any way differs from the use of such Seller Marks by Seller or the Companies immediately prior to the Closing Date, nor (B) manufacture or produce, or cause or permit any third party to manufacture or produce, any new labels or packaging, advertising, marketing, sales or promotional materials incorporating any Seller Marks in any manner). (b) Promptly upon the expiration of the period set forth in Section 5.06(b), the Companies shall (and Buyer shall cause the Company Group to Companies to) (i) cease any and all use of the Seller Marks, Marks (ii) destroy and dispose of all materials labels and advertising, marketing, sales and promotional materials, in each case, 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 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 Companies such that they will not include any Seller Marks, and (iv) transfer any and all rights in all registrations for domain names incorporating any Seller Marks to Seller. From and after the Closing, none of Buyer, Buyer’s Affiliates or the any Company Group members shall challenge the ownership, validity or enforceability of any Seller Marks. (dc) Notwithstanding Except with respect to the foregoingCompany Intellectual Property Rights or as expressly set forth in this Section 5.06, the Parties parties acknowledge and agree that neither party nor any of its Affiliates grants any license or other right, title or interest in or to any of its or its Affiliates’ Intellectual Property Rights to the other party under this Agreement, whether by implication, estoppel, exhaustion or otherwise, and each party retains and reserves all rights with respect to its and its Affiliates’ Intellectual Property Rights not expressly granted under this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that this Agreement does not, and shall not, convey, transfer or assign any right, title or interest in or to any trademark, name or logo Intellectual Property Rights of any third party.

Seller Marks. (a) Prior to the Closing, Seller shall, and shall cause its applicable Affiliates to, assign to one or more members Each 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 Purchaser Parties acknowledges and agrees that neither it nor the Company is purchasing, acquiring or otherwise obtaining any right, title or interest in the Seller Marks and that the Seller is the exclusive owner of its the Seller Marks, and, except as otherwise agreed in writing by the Seller and the Company, from and after the Closing, the Company, the Purchaser Parties and their respective Affiliates (includingshall not have any rights in or to the Seller Marks. Notwithstanding the foregoing, the Seller hereby agrees that upon the Closing, the Company will have the sole right to the use of the name “▇▇▇▇▇▇▇▇ Energy Partners, LLC” or names, service marks, trademarks, trade names, d/b/a names, fictitious names, identifying symbols, logos, emblems, signs or insignia related thereto or otherwise used in the business of the Company. To the extent the Company owns any Trademarks or social media identifiers and accounts, excluding, in each case, all rights, title and interest to and in ▇▇▇▇▇▇▇▇ Energy Partners, LLC, effective as of the Closing, the Company) shall acquire any goodwill, rights or benefits arising from Company hereby irrevocably assigns to the Seller Marks all worldwide rights, title and that interest in and to all such goodwillTrademarks and social media accounts and identifiers, rights and benefits shall inure solely to Seller. (c) Within 90 days of the Closing Datein each case, Buyer shall cause the Company Group to together with (i) cease any and all use claims and causes of action with respect thereto, whether accruing before, on or after Closing, and the Seller Marksright to seek damages for the past, present or future infringement, misappropriation, dilution or other violation thereof, (ii) destroy all rights to proceeds, income, revenues and dispose of all materials in its possession royalties with respect thereto, whether accruing before, on or subject to its control, bearing any Seller Marksafter Closing, and (iii) the goodwill of the business appurtenant thereto. (b) As promptly as practicable, but in any event within ninety (90) days after Closing, the Purchaser shall (and shall cause its Affiliates (including the Company) to) change their respective legal and corporate names to be changed to such other names that do not include any of the Seller Marks (or any portion thereof) and make all necessary filings and use Commercially Reasonable Efforts to cause all applicable Governmental Authorities Authority, to change all applications, registrations registrations, and filings, including corporate names, seals and certificates of the Company Group members Purchaser and its Affiliates (including the Company), such that they will not include any of the Seller Marks. Marks (or portions thereof). (c) From and after the Closing, none the Purchaser shall not and shall cause its Affiliates (including the Company) not to (i) use, register or seek to use or register in any jurisdiction any of Buyerthe Seller Marks, Buyer’s Affiliates or (ii) contest the Company Group members shall challenge the use, ownership, validity or enforceability of any rights of the Seller or any of its Affiliates in or to any of the Seller Marks, or (iii) represent that any of them have the authority to bind the Seller or any of its Affiliates. (d) Notwithstanding the foregoing, following the Parties acknowledge Closing, the Company may use the Seller Marks in the operation of the Company solely to utilize existing stationery, business cards, web sites, signage and other similar items that this Agreement does notbear the Seller Marks as of the Closing (collectively, the “Branded Materials”) until the existing supply of such items is depleted or 180 calendar days following the Closing Date, whichever occurs first (at which time the Company shall promptly destroy, rebrand or otherwise dispose of, all remaining Branded Materials); provided, that (i) such utilization shall be substantially the same (and use substantially the same standard of care) as the Company used the Branded Materials in the twelve (12) months prior to the Closing, and (ii) the Purchaser shall notnot (and shall cause its Affiliates (including, conveyafter the Closing, transfer the Company) not to) (A) alter the use of the Seller Marks on the Branded Materials as such Seller Marks were used as of the Closing, other than to remove or assign conceal such Seller Marks or apply notices of ownership by the Seller of such Seller Marks, (B) develop new Branded Materials (or additional copies or instances of existing Branded Materials) bearing any rightof the Seller Marks, title or interest (C) use any of the Seller Marks in connection with any Branded Material in any trademarkmanner that tarnishes, name ▇▇▇▇▇ or logo disparages the Seller, any of its Affiliates, or any of the Seller Marks (or any goodwill associated therewith), or (D) use any of the Seller Marks in connection with any business acquired after the Closing by any of the Purchaser or its Affiliates (including the Company). All goodwill associated with the use by the Purchaser and its Affiliates (including the Company) of the Seller Marks shall inure to the sole and exclusive benefit of the Seller or its Affiliates, as applicable. The Purchaser Parties shall jointly and severally indemnify and hold the Seller and its Affiliates harmless for any losses the Seller or its Affiliates suffer from or that arise or relate to the Purchaser’s or any of its Affiliates’ (including the Company’s) use of any third partyof the Seller Marks, whether or not permitted by this Section 8.05.

Seller Marks. (a) Prior to Buyer and 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 Companies shall have no right, title or interest in or to the “United States Steel,” “U.S.S.” or “U. S. SteelMasco” names and trademarks, any trademarks or other indicia of origin listed in ‎Section 5.06(a) of the Seller Disclosure Schedule, 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 CompanyCompanies) 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. (cb) Within 90 Without limiting the generality of the foregoing, Seller grants a limited, non-exclusive right to Buyer and the Companies for a period of one hundred eighty (180) days of following the Closing to use the Seller Marks solely to the extent necessary to allow Buyer and the Companies to market, distribute and sell the finished products manufactured by the Companies prior to the Closing Date (it being understood that (i) Buyer and the Companies shall only utilize labels and packaging, advertising, marketing, sales and promotional materials to the extent they existed immediately prior to the Closing Date, and (ii) notwithstanding the foregoing, Buyer and the Companies shall neither (A) use any Seller Marks in any manner or for any purpose which in any way differs from the use of such Seller Marks by Seller or the Companies immediately prior to the Closing Date, nor (B) manufacture or produce, or cause or permit any third party to manufacture or produce, any new labels or packaging, advertising, marketing, sales or promotional materials incorporating any Seller Marks in any manner). (c) Promptly upon the expiration of the period set forth in ‎Section 5.06(b), the Companies shall (and Buyer shall cause the Company Group to Companies to) (i) cease any and all use of the Seller Marks, Marks (ii) destroy and dispose of all materials labels and advertising, marketing, sales and promotional materials, in each case 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 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 Companies such that they will not include any Seller Marks. From and after the Closing, none of Buyer, Buyer’s Affiliates or the any Company Group members shall challenge the ownership, validity or enforceability of any Seller Marks. (d) Notwithstanding Except with respect to the foregoingCompany Intellectual Property Rights or as expressly set forth in this ‎Section 5.06, the Parties parties acknowledge and agree that neither party nor any of its Affiliates grants any license or other right, title or interest in or to any of its or its Affiliates’ Intellectual Property Rights to the other party under this Agreement, whether by implication, estoppel, exhaustion or otherwise, and each party retains and reserves all rights with respect to its and its Affiliates’ Intellectual Property Rights not expressly granted under this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that this Agreement does not, and shall not, convey, transfer or assign any right, title or interest in or to any trademark, name or logo Intellectual Property Rights of any third party.

Seller Marks. No later than sixty (a60) Prior to days following the ClosingClosing Date, Seller shall, and the Buyer shall cause its applicable Affiliates tothe Companies to change their names and cause their certificates of incorporation (or equivalent organizational documents), assign as applicable, to one be amended to remove any reference to “Sentinel” or more members of the Company Group all registered Company Intellectual Property Rights any other name, trademark or service ▇▇▇▇ owned by Seller Sellers or its Affiliates (other than Company Group members). (b) Buyer andany of their Affiliates, 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” including any 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 marks confusingly similar to any of the foregoing thereto (collectively, the “Seller Marks”). Following the Closing, the Buyer shall cause the Companies to, as soon as practicable, but in no event later than one hundred and twenty (120) days following the Closing Date, cease to make any use of any Seller Marks. Any use by the Companies of any of the Seller Marks as permitted in this Section 6.17 is subject to their use of the Seller Marks in a form and manner consistent with the applicable Company’s use of such Seller ▇▇▇▇ as of the Closing Date. The Buyer and its Affiliates shall cause the Companies to not use the Seller Marks in a manner that may reflect negatively on such name and marks or on Sellers or their Affiliates. Buyer and its Affiliates shall indemnify and hold harmless Sellers and any of their Affiliates for any damages arising from or relating to the use by Buyer or any of its Affiliates (including the Companies) of the Seller Marks pursuant to this Section 6.17. Following the Closing, Buyer shall cause the Companies to cease to hold themselves out as having any affiliation with Sellers or any of their Affiliates. The Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, effective as of immediately prior to the Closing, the CompanyCompanies shall (and hereby do) shall acquire any goodwill, rights or benefits arising from assign to the Seller Marks and that Sellers 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 and interest in any trademark, name or logo the website and associated domains and social media addresses set forth in Section 6.17 of any third partythe Sellers’ Disclosure Schedule.