Seller Names. Purchaser acknowledges that the Seller Names are and shall remain the property of Seller and its Affiliates and that nothing in this Agreement will be deemed to transfer to Purchaser or any of its Affiliates any right, title or interest in, or license to, the Seller Names.
Seller Names. Buyer acknowledges and agrees that Seller and its Affiliates have the right and shall continue to have the right after the Closing to use the “Bison” and “Bison Oil & Gas” names and any translations, transliterations, adaptations, derivations, acronyms, variations, abbreviations, insignias, designations, or combinations thereof (the “Seller Names”) in entity names and as trademarks. Buyer shall, and shall cause the Company to, within fifteen (15) days after the Closing Date, (a) amend the Governing Documents of the Company to change the Company’s name to a name that does not include a Seller Name and (b) cease using and not thereafter use (i) the Seller Names in entity names or as trademarks or (ii) any name or trademark likely to cause confusion with or dilute any Seller Name. In furtherance of and without limiting the foregoing, no later than thirty (30) days after the Closing, Buyer shall, and shall cause the Company to, remove, strike over or otherwise obliterate all Seller Names from all assets and other materials owned by Buyer and the Company, including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, and social media pages and accounts, and shall cease and discontinue any other use of the Seller Names in the operation of their businesses. Notwithstanding the foregoing, nothing in this Section 9.14 shall restrict Buyer from continuing operations pursuant to any Contract in effect at the time of Closing.
Seller Names. (a) Buyer covenants that neither Buyer nor any of its Affiliates shall use in any manner any Seller Names, except as expressly permitted in this Section 6.7. For the period from the Closing Date until the later of, on a country-by-country basis: (a) the first (1st) anniversary of the Closing Date, (b) the applicable Regulatory Transition Date for the applicable country and (c) the expiration of the Inventory packaged for sale in the applicable country (where the Buyer shall be permitted, if permitted under applicable Law, to relabel any Inventory packaged for sale in one country to another country), the Sellers (on behalf of themselves and their respective Affiliates) hereby grant to Buyer a limited, nonexclusive, royalty-free transition license to continue using the Seller Names on existing Inventory and other materials, in each case included in the Acquired Assets as of the Closing Date. For the avoidance of doubt, the transition license granted under this Section 6.7 does not allow Buyer to create new inventory or other materials (other than labels for the purpose of relabeling as permitted in clause (c) above) bearing the Seller Names after the Closing Date. Buyer shall ensure that the quality of all goods and services offered or sold under any of the Seller Names shall be at least as high as the quality maintained by the Sellers as of the Closing and shall comply with all applicable Laws and industry practices in connection with its use of the Seller Names. All use of the Seller Names as permitted hereunder shall inure solely to the benefit of the Sellers and their respective Affiliates.
(b) The Parties acknowledge that this Agreement does not, and shall not, convey, transfer or assign any right, title or interest in any trademark of any Third Party.
Seller Names. (a) Buyer acknowledges that the Seller Names are and shall remain the property of Seller or its respective Affiliates and that nothing in this Agreement shall transfer, or shall operate as an agreement to transfer any right, title or interest in the Seller Names to Buyer or any Affiliate of Buyer. Seller is not granting Buyer a license to use, and neither Buyer nor any of its Affiliates shall have any right, title or interest in or to, the Seller Names after the Closing.
(b) In furtherance but not in limitation of the foregoing provisions of this Section 6.12, Buyer agrees that, from and after the Closing, Buyer shall, and shall cause all of its applicable Affiliates to, (i) cease to use any existing marketing or promotional materials, stationery, purchase order, invoice, receipt or other similar document containing any reference to the Seller Names or (ii) only use such marketing or promotional materials, stationery, purchase order, invoice, receipt or other similar document after having taken such steps as are necessary to
Seller Names. (a) Effective immediately upon the Closing, (i) the Seller on behalf of itself and its Affiliates irrevocably sells, conveys, assigns and transfers to the Buyer and its successors and assigns forever, without any restrictions, limitations or reservations, any and all rights and goodwill in and to the name(s) “Viggle”, “Loyalize”, “NextGuide”, “Miso” and the “Viggle”, “Loyalize”, “NextGuide” and “Miso” trademark(s), along with any other trademark owned or purported to be owned by the Seller and/or its Affiliates or any other confusingly similar derivative or variation thereof (“Seller Names”) (together, the “Assigned Rights”), and the Buyer accepts assignment of the Assigned Rights from the Seller and (ii) subject to Section 9.11(b) and Section 9.11(c), the Seller shall, and shall cause its Affiliates, to cease using Seller Names as or as part of any trademark (including its corporate name) or in any other manner and shall make all filings necessary to effect such changes.
Seller Names. (a) Purchaser acknowledges that the Seller Names are and shall remain the property of Seller or its respective Affiliates and that nothing in this Agreement shall transfer or license, or shall operate as an agreement to transfer or license, any right, title or interest in the Seller Names to Purchaser or any Affiliate of Purchaser.
(b) Purchaser acknowledges and agrees that it is expressly prohibited from making any use of the Seller Names and shall, at its own expense and as soon as practicable, but in no event later than 60 days after the Closing Date, remove, mask, or otherwise obfuscate the Seller Names from all Transferred Assets to the extent it is reasonably possible to do so.
Seller Names. (a) Purchaser acknowledges that the Seller Names are and shall remain the property of Seller or its respective Affiliates and that nothing in this Agreement shall transfer or license, or shall operate as an agreement to transfer or license, any right, title or interest in the Seller Names to Purchaser or any Affiliate of Purchaser.
(b) Purchaser acknowledges and agrees that it is expressly prohibited from making any use of the Seller Names and shall, at its own expense and as soon as practicable, but in no event later than sixty (60) days after the date of the termination of the Operating Agreement, remove Seller Names from all Transferred Assets.
(c) Purchaser shall indemnify the Seller Indemnified Parties against, be liable to the Seller Indemnified Parties for and hold each Seller Indemnified Party harmless from, any and all Losses incurred or suffered by each Seller Indemnified Party to the extent arising out of use of the Seller Names by Purchaser or any of its Affiliates. Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that in the event of any breach or threatened breach of this Section 5.1, Seller and its Affiliates, in addition to any other remedies available to them, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser or any of its Affiliates from any such breach or threatened breach.
Seller Names. 45 Section 6.13 R&W Insurance Policy ..................................................................................... 46 Section 6.14
Seller Names. Except as set forth in Section 5.10 of the Disclosure Schedule, Seller is not granting Purchaser or the Company a license to use, Seller is not transferring to Purchaser or the Company, and neither Purchaser nor the Company shall have any right, title or interest in or to, any trade names, trademarks, service names or service marks of Seller or any of its Affiliates (the “Seller Names”). Within thirty days after the Closing Date, Seller and Purchaser shall negotiate and enter into an agreement (under which Seller shall not be entitled to receive any additional consideration) to provide for the use by the Company, in a manner consistent with past practice, of trademarks of Seller that are currently used by the Company pursuant to the Mileage Plus Participation Agreement, dated March 1, 2005, by and between Seller and the Company, as amended by the First Amendment, dated March 1, 2006, for the term of the Mileage Plus Participation Agreement. Except as contemplated by the immediately preceding sentence, Purchaser agrees to cause the Company, from and after five (5) days after the Closing, to cease to use, directly or indirectly, and in any manner or form, the Seller Names.
Seller Names. Unless otherwise permitted pursuant to the Intellectual Property License Agreement, within twelve months after the Closing, the Company shall (a) cease, and take all necessary actions to cease, all use and display (whether physical or electronic) of all Seller Names and (b) destroy, or return to Seller, all materials bearing or incorporating in a conspicuous manner the Seller Names, including eliminating the Seller Names from, revising, painting over or otherwise permanently obscuring the Seller Names on any signage or other public-facing materials (including any publicly distributable documents and other digital or physical public-facing materials bearing such Seller Names). Notwithstanding anything to the contrary in this Agreement, nothing shall prohibit the Company from using any of the Seller Names as required or permitted under applicable Law.
