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. (a1) Prior to the ClosingPurchaser, Seller shall, on behalf of 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 Group) (collectively, the “Purchaser Parties”), acknowledges and agrees that, except for the license provided in Section 5.08(b) herein, the Purchaser Parties are not acquiring and shall have no right, title title, interest, license or interest any other rights 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 use the Seller Marks and that all such goodwillafter the Closing Date. Purchaser covenants that, rights and benefits shall inure solely to Seller. (c) Within 90 days of after the Closing Date, Buyer none of the Purchaser Parties shall cause the Company Group (A) use, register or seek to (i) cease use or register in any and all use jurisdiction any of the Seller MarksMarks or any other Trademarks confusingly similar thereto or (B) contest the use, (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 rights of Seller or any of its Affiliates in or to any of the Seller Marks, except in each case in enforcing its rights under Section 5.07(a). After the Closing Date, Purchaser shall not (and shall cause the Purchaser Parties not to) represent that it has authority to bind Seller or any of its Affiliates to any Third Party obligation. (d2) Notwithstanding Purchaser shall, and shall cause the other Purchaser Parties to, cease and discontinue any use of the Seller Marks and, at Purchaser’s sole cost and expense, remove all Seller Marks from all such Existing Materials (as defined below), as promptly as possible after the Closing Date and in any event within 180 days thereafter. Subject to the foregoing, Seller hereby grants to the Parties acknowledge Purchaser Parties, effective as of the Closing, a non-exclusive, royalty-free, non-sublicensable, non-assignable, transitional license to use the Seller Marks for a period of 180 days following the Closing Date solely on signage and materials that this Agreement does notwere created by the Company Group prior to the Closing Date (the “Existing Materials”), solely in a manner consistent with past practice and customary “phase out” use. All goodwill derived from the use of the Seller Marks as permitted hereunder shall not, convey, transfer or assign any right, title or interest in any trademark, name or logo inure solely to the benefit of any third partySeller and its Affiliates.

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 xxxx 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 Xxxx 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.

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 xxx 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 Xxxx 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 Xxxx. 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. (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. (a) Prior to the Closing, Seller shallBuyer will not obtain, 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 from and after the Closing, the Company Group shall have no will not own any right, title title, interest, license or interest in or any other right whatsoever to use the words “United States Steel,” “U.S.S.Chesapeake” or “U. S. Steel” names and trademarks, any stylized variations, logos and designs used in connection with the foregoing, any variation Marks containing or derivative of any of comprising the foregoing, or any namesMarks that would result in a likelihood of confusion with, trademarksor constitute dilution of, logos or designs confusingly similar to any Marks of the foregoing Seller and/or its Affiliates (collectively, the “Seller Marks”). From and after the Closing, Buyer hereby agrees that it will (a) cause the Company to cease using the Seller Marks in any manner, except for such limited uses as cannot be promptly terminated (e.g., signage), and to cease such limited usage of the Seller Marks as promptly as reasonably possible after the Closing and in any event within 120 days following the Closing Date, and (b) remove, strike over or otherwise obliterate all Seller Marks from all Assets and all other materials owned, possessed or used by the Company or its Affiliates, except (i) those Assets that the general public does not see (i.e., marks on a pipeline where there is no public access) and (ii) for such limited uses as cannot be promptly removed, struck or otherwise obliterated (e.g., signage), and to remove, strike or otherwise obliterate such Seller Marks as promptly as reasonably possible after the Closing and in any event within 120 days following the Closing Date. Buyer shall not modify the appearance of any Seller Marks (except to remove, strike over or otherwise obliterate the Seller Marks as contemplated above) and shall maintain standards of quality with respect to any services provided or sold in connection with the limited uses permitted under this Section 5.5 that meet or exceed the quality of the corresponding services of Seller and its Affiliates prior to the Closing and shall cooperate with Seller and its Affiliates, as applicable, in facilitating their respective control thereof. Seller and its Affiliates (excluding the Company), as applicable, reserve all rights with respect to the Seller Marks. Buyer acknowledges and agrees that neither it nor any of its Affiliates (including, as ownership of the ClosingSeller Marks, the Company) and all goodwill associated therewith, shall acquire any goodwillbelong exclusively to, 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 MarksMarks hereunder shall inure solely to the benefit of, Seller and its Affiliates (ii) destroy excluding the Company), as applicable. The Parties agree, because damages would be an inadequate remedy, that Seller will be entitled to seek, without posting of any bond, without proof of actual damages and dispose of all materials without an obligation to prove irreparable harm, specific performance and injunctive relief as remedies for any breach thereof in its possession addition to other remedies available at law or subject to its control, bearing any Seller Marks, in equity 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 Parties will not include object to any Seller Markssuch specific performance or injunctive relief. 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 MarksThis covenant will survive indefinitely without limitation as to time. (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.