Seller Trademarks. (a) Unless otherwise provided in any other Transaction Document, Buyers hereby acknowledge and agree that nothing in this Agreement grants or shall be deemed to grant to Buyers the right to use or any interest in (i) the names “General Cable”, “General Cable Industries, Inc.”, “Prestolite de México, S.A. de C.V.”, “General Cable Technologies Corporation”, “GK Technologies, Inc.”, “General Cable de México, S.A. de C.V.”, “Servicios Latinoamericanos GC S.A. de C.V.” or any trademark, trade name, service xxxx, corporate name, domain name, logo or other source indicator containing same and/or confusingly similar thereto, other than those trademarks that are included in the Purchased Assets (collectively, the “Seller Trademarks”) or (ii) any other Intellectual Property of Sellers and their Affiliates that is not included in the Purchased Assets; provided, however, that Sellers and Buyers acknowledge and agree that Buyers shall be entitled to retain and use the name “General Cable Automotriz S.A. de C.V.” for a reasonable period of time following the Closing (not to exceed 75 days) and shall use best efforts to change such name as soon as practicable following the Closing. Notwithstanding the foregoing, after the Closing Date Buyers can continue to sell any Acquired Inventory utilizing packaging bearing the Seller Trademarks and/or trade dress, and Buyer agrees to use commercially reasonable efforts to sell such Acquired Inventory as quickly as commercially practicable.
(b) Unless otherwise provided in any other Transaction Document, commencing promptly after the Closing Date, neither Buyers nor any of their Affiliates shall use any signs or stationery, purchase order forms, packaging or other goods or supplies, advertising and promotional materials, product, training and service literature and materials, or any other materials in any format or medium (“Supplies”) that contain any Seller Trademarks. After the Closing Date, Buyers shall not reorder, produce or reproduce any Supplies that include the Seller Trademarks. Promptly following the Closing Date, Buyers and the Acquired Company shall cease all use of the Seller Trademarks.
Seller Trademarks. Subject to the terms and conditions of the Trademark License Agreement, Xxxxxx Japan hereby grants to Inverness Switzerland and its Affiliates the right to use the Product Licensed Marks (as such term is defined in the Trademark License Agreement) and the Inventory Packaging Materials (as such term is defined in the Trademark License Agreement) with respect to the Products to market, promote, distribute and sell the Products in the Territory during the Transition Period (as such term is defined in the Trademark License Agreement).
Seller Trademarks. Promptly following the Closing and in any event within ten (10) days following the Closing, the P10 Entities, the GP Parties and the Funds shall, other than as required by Applicable Law, cease all use of the Trademarks or Domain Names owned by Sellers or their Affiliates other than those listed on Schedule 1.1(b) (including, for the avoidance of doubt, “ASI”, “Aberdeen Standard”, “Aberdeen”, “abrdn” or any abbreviation, contraction or simulation thereof), including by making any necessary filings with any Governmental Entity, so that the P10 Entities, the GP Parties and the Funds no longer include any such Trademark or any name confusingly similar thereto or derivative thereof and, after the Closing, the P10 Entities, the GP Parties and the Funds shall cease using in their respective businesses any Trademark included in the Transferred IP, except as may be required by Applicable Law. Without limiting the foregoing, for the avoidance of doubt, the Buyer shall not (and shall cause its Affiliates not to) take any action indicating that any relationship exists between any of the Sellers or any of their respective Affiliates, on the one hand, and the Buyer and its Affiliates, on the other hand, including, subject to each Seller’s compliance with Section 7.6(b), by using any confusingly similar name to any Seller or any of their respective Affiliates without the prior written consent of ACM.
Seller Trademarks. (a) Buyer acknowledges that (i) as between each Seller and Buyer, such Seller or its Subsidiaries exclusively owns all respective Trademarks, brands, company names, fictitious names, domain names, and other indicia of source or origin used in connection with the Business, including those set forth in Section 4.05(a) of the Disclosure Letter but excluding the Business Intellectual Property after the Closing and any Third Party private labels (collectively, the “Seller Trademarks”), and all variations or acronyms of any of the Seller Trademarks, and all registrations and applications for registration thereof, and all related goodwill, and (ii) Buyer and its Affiliates have no rights, and are not acquiring any rights, to use the Seller Trademarks after the Closing Date; provided, however, that Buyer (and Buyer’s customers) may sell in the ordinary course of business for up to one year after the Closing any Purchased Inventory that may bear any such Trademarks, brands, company names, fictitious names, domain names or other indicia of source or origin.
(b) Buyer and its Affiliates shall not, and shall not authorize or request any other Person to use any Seller Trademark in any manner; provided, however, that Buyer (and Buyer’s customers) may sell in the ordinary course of business for up to one year after the Closing any Purchased Inventory that may bear any such Seller Trademark. Buyer acknowledges that a breach of this Section 4.05 will cause Sellers and their Affiliates irreparable harm for which monetary damages would be an inadequate remedy, and Buyer therefore agrees that in the event of any actual or threatened violation of this Section 4.05, Sellers shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any continuing breaches of this Section 4.05, without posting any type of bond or other security as a condition for seeking such relief.
Seller Trademarks. As between the Parties but subject to Sections 2.6(b) through (e), Seller shall have the sole right, but not the obligation, to initiate proceedings or otherwise take action (at Seller’s sole cost and expense) with respect to any infringement or misuse of the Seller Trademarks. Seller shall keep Purchaser informed of the conduct and progress of such proceedings or actions within the field of the Business or that otherwise are likely to have a material impact on the Purchaser’s rights hereunder, and give Purchaser the opportunity to provide reasonable input and consultation in connection therewith.
Seller Trademarks. From and after the Closing, Buyer shall not, and shall cause the Company not to, use and shall, and shall cause the Company to, remove any Trademarks owned and retained by Seller which appear on any assets or property of the Company; provided, that Buyer shall, as soon as practicable and in any event within 60 days following the Closing, remove any Trademarks owned and retained by Seller which appear on any signage, stationery, brochures or other similar materials or websites used by the Company. Buyer shall indemnify and hold Seller and its Affiliates harmless from and against any Damages arising out of or resulting from confusion or belief as to ownership or affiliation of the Company or its business or operations in connection with the use or misuse of such Trademarks.
Seller Trademarks. Buyer acknowledges that (i) as between Seller and Buyer, Seller exclusively owns all trademarks, service marks, trade dress, trade names, domain names and other identifiers of source or origin (collectively, “Trademarks”) containing or incorporating the marks listed on Exhibit C attached hereto, and all variations or acronyms of any of the foregoing, including all registrations and applications for registration thereof and any Trademark confusingly similar thereto or dilutive thereof (collectively, the “Seller Marks”) and
Seller Trademarks. Except as expressly provided in this Section 6.07 or in any Ancillary Agreement, Purchaser, on behalf of itself and its Affiliates (which shall include throughout this Section 6.07 the Target Companies following the Closing), acknowledges and agrees that neither Purchaser nor any of its Affiliates is purchasing, acquiring, licensing or otherwise obtaining any right, title or interest in, to or under any Seller Intellectual Property. As used herein, “Seller Intellectual Property” means all Intellectual Property Rights owned by or licensed by the Sellers or any Affiliate of the Sellers including (i) (1) the name “ING”, (2) the Lion logo as shown in, and the ING Lion logo as registered in, Canadian trade-xxxx registration nos. TMA415039 (for ING & LION Design), TMA415040 (for ING & LION Design) and TMA514583 (for ING Direct & Lion Design), (3) Canadian trade-xxxx registration no. TMA514260 (for ING INVESTMENT MANAGEMENT), (4) any Internet domain name or Xxxx leading with “ING”, or (5) any Xxxx, name or Internet domain name relating to or employing the word “ING”, “ING Lion”, or the ING Lion logo or any derivation, variation, translation or adaptation thereof that is confusingly similar to the Marks or domain names listed in the foregoing clauses (1)-(4), whether alone or in combination with any other Xxxx, and whether registered or unregistered (collectively, the “Seller Trademarks”), and (ii) the Intellectual Property Rights listed in Section 6.07(a) of the Seller Disclosure Schedule. In accordance with the Intellectual Property Agreement, and subject to the perpetual and irrevocable retained license of the Target Companies as set out therein, each of the Target Companies shall assign, directly or indirectly, any and all rights, title or interest it has in or to any Seller Intellectual Property, including any Seller Trademarks, to HoldCo, which assignment may be made at the discretion of the Sellers by way of a dividend or other distribution on its Equity Interests or otherwise.
Seller Trademarks. Purchaser shall cause the Company to discontinue using the names “TECO” and TECO Solutions on its signage and vehicles not later than sixty (60) days from the date of Closing, and to discontinue immediately such use on advertising, stationary and business cards subsequent to Closing. Purchaser further agrees to discontinue the marketing or association, direct or indirect, of the Company with “TECO” or “TECO Solutions.”
Seller Trademarks. Distributor shall have the right to use any trademarks, marks, and trade names that Seller uses with respect to products listed in Appendix A that it wishes to adopt with the express written consent of Seller. MO-SCI and CPC Exclusive Distributor Agreement 8.3 Labeling Distributor may advertise and sell (within the Territory) such Products under its own Trademarks. Distributor may sell and/or distribute any Products to any third parties as long as agreements are in place limiting the third parties to the Exclusive Territory or non-exclusive Territory listed in Section 2 of this Agreement, as the case may be.
