Common use of Seller Marks Clause in Contracts

Seller Marks. (a) Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller Bank shall have no right, title or interest after the Closing in or to any trademarks, service marks, logos, designs, symbols, trade names, corporate names or other names (collectively, “Marks”) owned by or licensed to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto (collectively, the “Seller Marks”). To the extent that Seller Bank has any such rights, such rights shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), after the Closing, Purchaser Bank shall (1) terminate any and all uses of any of the Seller Marks beginning immediately following the Closing, (2) execute and deliver to Seller Parent at such time a written disclaimer of any rights to the Seller Marks and an acknowledgment that the Seller Marks, and the goodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to the extent applicable, and (3) execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective Subsidiaries or Affiliates shall, after the Closing, use, seek to use, adopt, register or apply for registration of any Seller ▇▇▇▇. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use). (b) Effective as of the Closing, Seller Parent, on behalf of itself and its Affiliates, hereby grants Purchaser Parent, Purchaser Bank and their respective Affiliates (including Seller Bank) a non-exclusive, limited, non-transferable, royalty-free, fully paid-up license to use and display the Seller Marks solely to the extent such use or display is (1) for a period not to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of the Closing Date, and (3) in connection with the business of Seller Bank as conducted immediately prior to Closing. During the TM Transition Period, Purchaser Parent, Purchaser Bank and their respective Affiliates shall not create any new materials bearing Seller Marks and shall use their commercially reasonable efforts to expedite its exhaustion, depletion or destruction of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process shall be completed by no later than the end of the TM Transition Period. All use of the Seller Marks during the TM Transition Period by and on behalf of Purchaser Parent, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by Seller Parent and consistent in all material respects with quality control guidelines applied to the Seller Marks as of the Closing Date.

Seller Marks. (a) Subject to Except as expressly set forth herein, the terms of this Agreement Purchaser and its Affiliates shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiarieslike, and Seller Bank shall have no rightnot register or own or seek to register or own, title in connection with any products or interest after services anywhere in the Closing world in or to any medium, any trademarks, service marks, logos, designs, symbolsdomain names, trade names, corporate names trade dress, trade styles or other names indicia of origin (collectively, “Marks”) owned by that include, are identical to or licensed are confusingly similar to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof constitute Excluded Intellectual Property (including any corporate symbols or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect logos to any of the foregoing, any domain names containing any of extent incorporating the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 5.13 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto Schedules) (collectively, the “Seller Marks”). To , nor shall any of them challenge or oppose or assist any third party in challenging or opposing the extent that Seller Bank has rights of any such rights, such rights shall be, and hereby are, assigned to Seller Parent effective as member of the Closing. Other than as expressly permitted under Section 4.15(b), after Seller Group anywhere in the Closing, Purchaser Bank shall (1) terminate any and all uses of world in any of the Seller Marks beginning immediately following the Closing, (2) execute and deliver to Seller Parent at such time a written disclaimer of any rights Marks. Subject to the Seller Marks and an acknowledgment that restrictions set forth herein, the Seller Marks, and the goodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to the extent applicable, and (3) execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective Subsidiaries or Affiliates shall, after the Closing, use, seek to use, adopt, register or apply for registration of any Seller ▇▇▇▇. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use). (b) Effective as of the Closing, Seller Parenthereby extends, on behalf of itself and the other members of the Seller Group, to the Purchaser and the Transferred Entities effective as of the Principal Closing Date, a personal, nonexclusive, royalty-free transition license to continue to use the Seller Marks: for one hundred and eighty (180) days after the Principal Closing Date on existing signage, products and other materials in any media, in each case included in the Transferred Assets or owned by the Transferred Entities as of the Principal Closing Date. Except as permitted under this Section 5.13, no use of the Seller Marks shall be made by the Purchaser or its AffiliatesAffiliates and the Purchaser shall in any event transition away from all use of the Seller Marks as soon as is reasonably practicable after the Principal Closing Date. For clarity, hereby grants the Purchaser Parent, and the Transferred Entities have no obligation to remove the Seller Marks from items no longer in their possession or control. The Purchaser Bank shall ensure that the quality of all goods and services offered or sold under any of the Seller Marks shall be at least as high as the quality maintained by the members of the Seller Group and their respective Affiliates (including for such goods and services as of the Principal Closing and, at the Seller’s request, shall provide the Seller Bank) a non-exclusive, limited, non-transferable, royalty-free, fully paid-up license to with samples of its use and display of the Seller Marks solely to permit the extent such use or display is (1) for a period not Seller to exceed six (6) months (confirm the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller ParentPurchaser’s and its Affiliates’ use and display of such Seller Marks as of the Closing Date, and (3) in connection compliance with the business quality control requirements of Seller Bank as conducted immediately prior to Closing. During the TM Transition Period, Purchaser Parent, Purchaser Bank and their respective Affiliates shall not create any new materials bearing Seller Marks and shall use their commercially reasonable efforts to expedite its exhaustion, depletion or destruction of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process shall be completed by no later than the end of the TM Transition Periodthis sentence. All use of the Seller Marks during as permitted hereunder shall inure solely to the TM Transition Period by benefit of the Seller Group. The Purchaser shall incur all costs associated with re-branding of the Transferred Assets with signage, symbols and on behalf marks not constituting the Seller Marks, which re-branding shall be completed at the expiration of the term of the one hundred and eighty (180)-day transition license granted under this Section 5.13. Notwithstanding the foregoing, the Seller agrees that the Purchaser Parentand its Affiliates have the right, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by Seller Parent and consistent in at all material respects with quality control guidelines applied times after the Principal Closing Date, to use the Seller Marks as (i) to the extent required by applicable Law, (ii) in a neutral, non-trademark manner to describe the history of the Closing DateBusiness, (iii) 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 (iv) on historical legal and business agreements and documents. For a maximum of one (1) year after the Principal Closing, at the Purchaser’s request, the Seller Group shall display in mutually-agreed locations on their websites and in social media, in the locations previously addressing the Business, a mutually-agreed statement about the transactions contemplated hereby and a link to websites and other social media venues reasonably designated by the Purchaser.

Seller Marks. (a) Subject to the terms of this Agreement Buyer and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller Bank its Affiliates shall have obtain no right, title title, interest, license or interest after any other right whatsoever to use the Closing in words “Talbots,” the “Talbots” logo or to similar names or any trademarks, service marks, logos, designs, symbolstrademarks, trade names, corporate names identifying symbols, logos, emblems or other names (collectivelysigns containing or comprising the foregoing and any derivatives or formatives thereof, “Marks”) owned by including any name, ▇▇▇▇ or licensed to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof or logo confusingly similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto dilutive thereof (collectively, the “Seller Marks”). To the extent that Seller Bank has any such rights, such rights shall be, From and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), after the Closing, Purchaser Bank Buyer (i) shall not, and shall cause its Affiliates not to, use the Seller Marks in any manner, directly or indirectly, except for such limited uses as cannot be promptly terminated (1e.g., signage, e-mail addresses, and as a referral or pointer to the acquired website), and to cease such limited usage of Seller Marks as promptly as reasonably practicable after the Closing and, in any event, within one hundred eighty (180) terminate days following the Closing Date, (ii) shall remove, strike over or otherwise obliterate all Seller Marks from all Acquired Assets; provided, however, that in the case of each of clauses (i) and (ii), Buyer and its Affiliates shall have the right to exhaust all inventories of finished products owned or ordered as of the Closing Date that contain as a part of the physical products themselves (excluding any and all uses of packaging materials) any of the Seller Marks beginning immediately Marks; provided, further, that, in the case of each of clauses (i) and (ii), Buyer shall, and shall cause its Affiliates to, use all commercially reasonable efforts to dispose of such products promptly after the Closing Date and, in any event, within one hundred eighty (180) days following the ClosingClosing Date, (2iii) execute shall use commercially reasonable efforts to cause any third parties using or licensing Seller Marks (“Third Party Users”) with respect to the Acquired Assets, remove, strike over or otherwise obliterate all Seller Marks from all materials owned, possessed or used by such Third Party Users as promptly as reasonably practicable after the Closing and, in any event, within one hundred eighty (180) days following the Closing Date and deliver (iv) shall immediately terminate the right of all Third Party Users to Seller Parent at such time a written disclaimer of any rights to use the Seller Marks and with respect to the Acquired Assets on any materials produced after the Closing Date. The Parties agree, because damages would be an acknowledgment inadequate remedy, that the Seller Marks, Sellers shall be entitled to seek specific performance and injunctive relief as remedies without the goodwill associated therewith, are proprietary rights belonging necessity of posting a bond for any breach thereof in addition to Seller Parent other remedies available at law or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to the extent applicable, and (3) execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective Subsidiaries or Affiliates shall, after the Closing, use, seek to use, adopt, register or apply for registration of any Seller ▇▇▇▇. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use)equity. (b) Effective as of The Sellers hereby agree that, upon the Closing, Seller ParentBuyer shall have the sole right to the use of the name “J. ▇▇▇▇,” the “J. ▇▇▇▇” logo, on behalf or similar names or any service marks, trademarks, trade names, identifying symbols, logos, emblems or signs containing or comprising the foregoing and any derivatives or formatives thereof, including any name, ▇▇▇▇ or logo confusingly similar thereto or dilutive thereof (collectively, the “J. ▇▇▇▇ ▇▇▇▇▇”), and the Sellers shall not, and shall not permit any of itself their Affiliates to, use any J. ▇▇▇▇ ▇▇▇▇▇ or any variation or simulation thereof; provided, that Buyer acknowledges and its Affiliatesagrees that the Sellers and their Affiliates may, and Buyer hereby grants Purchaser Parent, Purchaser Bank the Sellers and their respective Affiliates (including Seller Bank) a non-exclusive, limited, non-transferablenonexclusive, royalty-free, fully paidirrevocable, worldwide, non-up license sublicensable, non-transferable (other than to use and display the Seller Marks a third-party engaged solely to assist Parent in conducting going-out-of-business sales or liquidating the extent such use or display is (1Retained Business) right to use, only in connection with the Retained Business, for a period not of up to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of immediately after the Closing Date, and the J. ▇▇▇▇ ▇▇▇▇▇ including (3i) to the extent any such J. ▇▇▇▇ ▇▇▇▇▇ appear on existing materials in either print or electronic form, products, stationery, supplies signage, postings or any other existing collateral used or already ordered in connection with advertising and marketing for the business Retained Business until such materials are exhausted and (ii) in new materials to the extent that such new materials use the J. ▇▇▇▇ ▇▇▇▇▇ as part of Seller Bank as conducted immediately prior the liquidation and closing of the Retained Business, including the closing of the stores set forth in Section 1.1(g) of the Parent Disclosure Schedule in either case of the foregoing clause (i) and (ii), subject to Closing. During the TM Transition Periodsix (6) month time limit described in this sentence; provided, Purchaser Parenthowever, Purchaser Bank and that none of the Sellers or any of their respective Affiliates or any third-party liquidator shall not create in any new materials bearing Seller Marks and shall use their commercially reasonable efforts to expedite its exhaustioncreated after the date of this Agreement represent or hold itself out as representing Buyer or any of Buyer’s Affiliates; provided further, depletion that any going-out-of-business sale or destruction liquidation or closure of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process Retained Business (or any portion thereof) shall be completed by no later than conducted only in accordance with the end provisions set forth in Section 5.1A of the TM Transition Period. All use of the Seller Marks during the TM Transition Period by and on behalf of Purchaser Parent, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by Seller Parent and consistent in all material respects with quality control guidelines applied to the Seller Marks as of the Closing DateDisclosure Schedule.

Seller Marks. (a) Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than that the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller Bank its Subsidiaries shall have no right, title or interest after the Closing in or to any trademarks, service marks, logos, designs, symbols, trade names, corporate names or other names (collectively, “Marks”) or intellectual property owned by or licensed to Seller Parent or any of its Affiliates (other than Seller Bankthe Bank and its Subsidiaries) including the names “MOOBRBC”, “MOO” and Royal”, “Mutual of Omaha,Access USA” and all Marks containing the names “MOOB,” RBC”, “MOORoyal” and “Mutual of Omaha,” Access USA”, any Marks that are derivations thereof or similar thereto including “Mutual” or “Omaha,” thereto, any uses, registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have nor any right, title or interest after the Closing to goodwill associated with any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto foregoing (collectively, the “Seller Parent Marks”). To , and that to the extent that Seller the Bank or any of its Subsidiaries has any such rights, such rights and the Transferred Intellectual Property shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), after After the Closing, Purchaser shall cause the Bank shall and its Subsidiaries (1) to terminate any and all uses of any of the Seller Parent Marks beginning and the Transferred Intellectual Property immediately following the Closing, (2) to execute and deliver to Seller Parent at such time a written disclaimer of any rights to the Seller Parent Marks and the Transferred Intellectual Property and an acknowledgment that the Seller MarksParent Marks and the Transferred Intellectual Property, and the goodwill associated therewith, therewith are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bankthe Bank and its Subsidiaries) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to Parent Marks and the extent applicableTransferred Intellectual Property, and (3) execute such other documents reasonably requested by Seller Parent from time to time-to-time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective its Subsidiaries or Affiliates shall, after the Closing, use, seek to use, adopt, register or apply for registration of any Seller Parent ▇▇▇▇. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use ▇ or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use)Transferred Intellectual Property. (b) Effective as of the Closing, Seller Parent, on behalf of itself and its Affiliates, hereby grants Purchaser Parent, Purchaser Bank and their respective Affiliates (including Seller Bank) a non-exclusive, limited, non-transferable, royalty-free, fully paid-up license to use and display the Seller Marks solely to the extent such use or display is (1) for a period not to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of the Closing Date, and (3) in connection with the business of Seller Bank as conducted immediately prior to Closing. During the TM Transition Period, Purchaser Parent, Purchaser Bank and their respective Affiliates shall not create any new materials bearing Seller Marks and shall use their commercially reasonable efforts to expedite its exhaustion, depletion or destruction of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process shall be completed by no later than the end of the TM Transition Period. All use of the Seller Marks during the TM Transition Period by and on behalf of Purchaser Parent, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by Seller Parent and consistent in all material respects with quality control guidelines applied to the Seller Marks as of the Closing Date.

Seller Marks. (a) Subject With respect to the terms phase-out of this Agreement and the Ancillary Agreementsuse of the names, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller Bank shall have no right, title or interest after the Closing in or to any trademarks, service marks, logos, designs, symbolsbusiness names, trade names, corporate names brand names, registered and unregistered trademarks, logos, service marks or any other names similar Intellectual Property (collectivelyor any variation or derivative of such names, “Marks”business names, trade names, brand names, registered and unregistered trademarks, logos, service marks or any other similar Intellectual Property confusingly similar thereto) owned by or licensed to of the Seller Parent or any of its Affiliates (other than Seller Bank) not included in the Acquired Assets, including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any use of the foregoing, any domain names containing any name (including derivatives related thereto) or trademarks of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto “▇▇▇▇▇▇” (collectively, the “Seller Marks”). To , the extent that Seller Bank has any such rights, such rights Buyer shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than soon as expressly permitted under Section 4.15(b), after practicable following the Closing, Purchaser Bank shall but in no event later than sixty (160) terminate days after Closing, cease and permanently discontinue any and all uses of any of the Seller Marks beginning immediately following the Closing, (2) execute and deliver to Seller Parent at such time a written disclaimer of any rights to the Seller Marks and an acknowledgment that any colorable imitations thereof, and permanently remove or cover all Seller Marks from any Acquired Assets and any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials included in the Acquired Assets bearing any of the Seller Marks, and the goodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to provide the Seller Marks, to with written confirmation thereof. (b) In no event shall the extent applicable, and (3) execute such other documents reasonably requested by Seller Parent from time to time to effectuate Buyer or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none any of its Affiliates use any of the Purchaser Parent, Purchaser Bank nor Seller Marks after Closing in any of their respective Subsidiaries manner or Affiliates shall, after for any purpose different from the Closing, use, seek to use, adopt, register or apply for registration of any Seller ▇▇▇▇. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use). (b) Effective as of the Seller in connection with the Business preceding the Closing, and none of them shall affix or include any of the Seller ParentMarks, or any colorable imitations thereof, on behalf of any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials that are created or produced after the Closing. The Buyer, for itself and its Affiliates, hereby grants Purchaser Parentagrees that, Purchaser Bank and their respective Affiliates (including Seller Bank) a non-exclusive, limited, non-transferable, royalty-free, fully paid-up license to use and display the Seller Marks solely to the extent such use or display is (1) for a period not to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of after the Closing Date, the Buyer and (3) in connection its Affiliates will not do business or represent themselves as having any affiliation or business relationship with the business Seller or any Affiliates of the Seller, except pursuant to any separate agreement entered into, or assumed by, the Buyer or its Affiliates on one hand, and the Seller Bank as conducted immediately prior to Closing. During or its Affiliates, on the TM Transition Periodother hand. (c) The Buyer expressly acknowledges and confirms that the Seller is not transferring or assigning, Purchaser Parent, Purchaser Bank and their respective Affiliates the Buyer shall not create receive, any new materials bearing Seller Marks and shall use their commercially reasonable efforts right, title or interest in or to expedite its exhaustion, depletion or destruction of existing inventories bearing (i) the Seller Marks, and otherwise transition away from their respective further except the limited right to use and display for the sole purpose of Seller Marks, it being understood that such process shall be completed by no later permitting the Buyer to complete the phase-out in strict compliance with this Section 5.14 or (ii) any of the Seller’s Intellectual Property (other than the end of the TM Transition PeriodAssigned Intellectual Property), including knowledge and know-how, related to future projects. All Furthermore, all use of the Seller Marks hereunder during the TM Transition Period phase-out period shall be at all times subject to the direction and control of the Seller and any and all use thereof by the Buyer hereunder shall inure to the exclusive benefit of the Seller, and on behalf of Purchaser Parent, Purchaser Bank and their respective Affiliates the Buyer shall comply with reasonable quality control guidelines provided by Seller Parent the Seller’s instructions and consistent in direction at all material respects with quality control guidelines applied to the Seller Marks as of the Closing Datetimes.

Seller Marks. Buyer shall (ai) Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller Bank shall have no right, title or interest within 90 days after the Closing in or to Date, cease using any trademarksnames, service marks, logos, designs, symbols, trade names, trademarks and corporate names symbols and logos incorporating “PPL” and any word or expression similar thereto or constituting an abbreviation or extension thereof (collectively and together with all other names (collectivelynames, “Marks”) marks, trade names, trademarks and corporate symbols and logos owned by or licensed to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto (collectively, the “Seller Marks”) (other than Seller Marks applicable to the Seller’s propane business, which Seller Marks the Buyer shall cease using within 120 days after the Closing Date). To ; (ii) within 90 days after the extent that Closing Date, use commercially reasonable efforts to remove or conceal from the Assets any and all Seller Bank has Marks (other than any such rightsSeller Marks applicable to the Seller’s propane business, such rights which shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), be removed or concealed within 120 days after the Closing, Purchaser Bank provided that any Seller Marks on any propane tanks at distributor or customer locations shall be removed or concealed within 12 months after the Closing Date) and (1iii) terminate any and all uses of any within 30 days after the Closing Date, amend the relevant organizational documents of the Seller Marks beginning immediately following Companies to change the Closing, (2) execute and deliver to Seller Parent at such time a written disclaimer of any rights to the Seller Marks and an acknowledgment that the Seller Marks, and the goodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller Bank) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to the extent applicable, and (3) execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none names of the Purchaser Parent, Purchaser Bank nor Companies to names that do not include any of their respective Subsidiaries Seller ▇▇▇▇ or Affiliates shall, after the Closing, use, seek any name or term confusingly similar to use, adopt, register or apply for registration of any Seller ▇▇▇▇. Notwithstanding the foregoing; provided, nothing however, that Buyer shall not be required to remove or conceal Seller Marks from meter seals, property tags, valves, manhole covers, tank or cylinder rings or from assets that are not generally in this Section 4.15 shall (but subject public view or likely to Section 4.07) prohibit any use or display of adversely affect the Seller Marks by Purchaser ParentMarks. Thereafter, Purchaser Bank Buyer shall not use any Seller ▇▇▇▇ or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, name or descriptive fair use). (b) Effective as of the Closing, term confusingly similar to any Seller Parent, on behalf of itself and its Affiliates, hereby grants Purchaser Parent, Purchaser Bank and their respective Affiliates (including Seller Bank) a non-exclusive, limited, non-transferable, royalty-free, fully paid-up license to use and display the Seller Marks solely to the extent such use or display is (1) for a period not to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of the Closing Date, and (3) ▇▇▇▇ 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 6.8, Seller Bank as conducted immediately prior to Closing. During the TM Transition Period, Purchaser Parent, Purchaser Bank and their respective Affiliates shall not create any new materials bearing Seller Marks and shall use their commercially reasonable efforts to expedite its exhaustion, depletion or destruction of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process shall be completed by no later than the end entitled to specific performance of the TM Transition Period. All use of the Seller Marks during the TM Transition Period by this Section 6.8 and on behalf of Purchaser Parentto injunctive relief against further violations, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by Seller Parent and consistent as well as any other remedies at law or in all material respects with quality control guidelines applied equity available to the Seller Marks as of the Closing DateSeller.

Seller Marks. Buyer shall (ai) Subject to the terms of this Agreement and the Ancillary Agreements, Purchaser Parent and Purchaser Bank each acknowledges that, other than the limited rights set forth in Section 4.15(b), Purchaser Parent, Purchaser Bank and their respective Subsidiaries, and Seller Bank shall have no right, title or interest within 90 days after the Closing in or to Date, cease using any trademarksnames, service marks, logos, designs, symbols, trade names, trademarks and corporate names symbols and logos incorporating “PPL” and any word or expression similar thereto or constituting an abbreviation or extension thereof (collectively and together with all other names (collectivelynames, “Marks”) marks, trade names, trademarks and corporate symbols and logos owned by or licensed to Seller Parent or any of its Affiliates (other than Seller Bank) including the names “MOOB”, “MOO” and “Mutual of Omaha,” and all Marks containing the names “MOOB,” “MOO” and “Mutual of Omaha,” any Marks that are derivations thereof or similar thereto including “Mutual” or “Omaha,” any uses, registrations or applications with respect to any of the foregoing, any domain names containing any of the foregoing, nor, without limiting the foregoing, shall the Purchaser Parent, Purchaser Bank and their respective Subsidiaries and Affiliates, and Seller Bank have any right, title or interest after the Closing to any Marks set forth on Section 4.15 of the Seller Disclosure Schedule, in all cases including any common law rights, and all goodwill relating thereto (collectively, the “Seller Marks”) (other than Seller Marks applicable to the Seller’s propane business, which Seller Marks the Buyer shall cease using within 120 days after the Closing Date). To ; (ii) within 90 days after the extent that Closing Date, use commercially reasonable efforts to remove or conceal from the Assets any and all Seller Bank has Marks (other than any such rightsSeller Marks applicable to the Seller’s propane business, such rights which shall be, and hereby are, assigned to Seller Parent effective as of the Closing. Other than as expressly permitted under Section 4.15(b), be removed or concealed within 120 days after the Closing, Purchaser Bank shall (1) terminate provided that any and all uses of any of the Seller Marks beginning immediately following on any propane tanks at distributor or customer locations shall be removed or concealed within 12 months after the Closing, (2) execute and deliver to Seller Parent at such time a written disclaimer of any rights to the Seller Marks and an acknowledgment that the Seller Marks, and the goodwill associated therewith, are proprietary rights belonging to Seller Parent or an Affiliate of Seller Parent (other than Seller BankClosing Date) and that such entities are the sole owners of all trademark and other rights, titles and interests in and to the Seller Marks, to the extent applicable, and (3iii) execute such other documents reasonably requested by Seller Parent from time to time to effectuate or evidence the foregoing. Purchaser Parent and Purchaser Bank each acknowledges and agrees that none of the Purchaser Parent, Purchaser Bank nor any of their respective Subsidiaries or Affiliates shall, within 30 days after the Closing, use, seek to use, adopt, register or apply for registration of any Seller ▇▇▇▇. Notwithstanding the foregoing, nothing in this Section 4.15 shall (but subject to Section 4.07) prohibit any use or display of the Seller Marks by Purchaser Parent, Purchaser Bank or any of their respective Subsidiaries that is permitted under applicable Laws (including nominative use, or descriptive fair use). (b) Effective as of the Closing, Seller Parent, on behalf of itself and its Affiliates, hereby grants Purchaser Parent, Purchaser Bank and their respective Affiliates (including Seller Bank) a non-exclusive, limited, non-transferable, royalty-free, fully paid-up license to use and display the Seller Marks solely to the extent such use or display is (1) for a period not to exceed six (6) months (the “TM Transition Period”), (2) in a manner consistent in all material respects with Seller Parent’s and its Affiliates’ use and display of such Seller Marks as of the Closing Date, and (3) amend the relevant organizational documents of the Companies to change the names of the Companies to names that do not include any Seller M▇▇▇ or any name or term confusingly similar to any Seller M▇▇▇; provided, however, that Buyer shall not be required to remove or conceal Seller Marks from meter seals, property tags, valves, manhole covers, tank or cylinder rings or from assets that are not generally in public view or likely to adversely affect the Seller Marks. Thereafter, Buyer shall not use any Seller M▇▇▇ or any name or term confusingly similar to any Seller M▇▇▇ 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 6.8, Seller Bank as conducted immediately prior to Closing. During the TM Transition Period, Purchaser Parent, Purchaser Bank and their respective Affiliates shall not create any new materials bearing Seller Marks and shall use their commercially reasonable efforts to expedite its exhaustion, depletion or destruction of existing inventories bearing the Seller Marks, and otherwise transition away from their respective further use and display of Seller Marks, it being understood that such process shall be completed by no later than the end entitled to specific performance of the TM Transition Period. All use of the Seller Marks during the TM Transition Period by this Section 6.8 and on behalf of Purchaser Parentto injunctive relief against further violations, Purchaser Bank and their respective Affiliates shall comply with reasonable quality control guidelines provided by Seller Parent and consistent as well as any other remedies at law or in all material respects with quality control guidelines applied equity available to the Seller Marks as of the Closing DateSeller.