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. (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.
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. Buyer agrees that, except as set forth in this Section 9.6, following the Closing Date, Buyer shall not have any right, title, interest, license or other right whatsoever in the trademarks set forth on Section 9.6 of the Seller Disclosure Letter (the “Seller Trademarks”), and that Seller has not assigned or otherwise transferred such right, title, interest, license or other right to Buyer by implication or otherwise. Upon and following the Closing Date, Buyer shall use commercially reasonable efforts to cease using any Seller Trademarks in connection with the Acquired Assets as soon as reasonably practicable and in no event later than six (6) months after the Closing Date, except that Seller, on behalf of itself and its affiliates, hereby grants to Buyer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license for a period of no longer than six (6) months following the Closing Date, to continue to use the Seller Trademarks solely in connection with the Acquired Assets, solely as, to the extent, and in the manner such Seller Trademarks were used by Seller immediately prior to the Closing Date. Following the expiration of such period, Buyer shall remove, strike over, or otherwise obliterate all Seller Trademarks remaining on any materials, goods or other property (including in electronic form) in its or their possession that are publicly accessible or disseminated, including from all sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email addresses, computer software and other materials and systems (but excluding, for the avoidance of doubt, (i) any Contracts, books, documents and records included in the Acquired Assets bearing the Seller Trademarks that are maintained for internal use only and not publicly disseminated, (ii) products and other materials bearing the Seller Trademarks that have been previously sold or disseminated to customers or other persons at any time prior to the end of such six (6) month period, and (iii) fair use of any Seller Trademarks or as required by applicable Law). Any use of the Seller Trademarks by Buyer as permitted in this Section 9.6 is subject to its use of each Seller Trademark in the same form and manner as, to the same extent as (without an increase in extent or type of uses of each Seller Trademark) and subject to the same standards of quality that are in effect for each Seller ...
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. As soon as reasonably practicable following the Closing and in no event later than thirty (30) days after the Closing Date, the Buyer shall cause the Group Companies to (i) cease all use of the Seller Trademarks and (ii) replace any Seller Trademarks incorporated, referenced or contained in any signs, logos, email addresses or signatures, websites, domain names, or other internal or external materials in the Group Companies’ possession or control. The foregoing sentence shall not apply to any uses of the Seller Trademarks (A) for internal archival purposes, (B) as required by applicable Legal Requirements, or (C) to the extent relating to making historical reference to the history of the Group Companies and their prior affiliation with the Sellers (and not constituting trademark infringement under applicable trademark Legal Requirements). In no event shall any Group Company or the Buyer register or apply for registration, or allow any Person to register or apply for registration on their behalf, any Seller Trademarks.
Seller Trademarks. (a) Except as set forth in Section 6.03 of the Disclosure Schedule, after the Closing Date, Buyer and its Affiliates shall not use any Trademark or trade name owned or used by Seller or any of the Seller Affiliates other than those constituting Acquired Intellectual Property (the "Seller Trademarks"). Buyer understands and agrees that the Seller Trademarks, or any right or license to the Seller Trademarks, are not being transferred pursuant to this Agreement. Buyer acknowledges Seller's exclusive and proprietary rights in the use of the Seller Trademarks, and Buyer agrees that it shall not use and shall not permit its Affiliates to use the Seller Trademarks (or any names or Trademarks confusingly similar to the Seller Trademarks) except as expressly set forth in Section 6.03 of the Disclosure Schedule. After the Closing Date, all Seller Trademarks shall be replaced by Buyer as soon as possible, but in no event later than one hundred and twenty (120) days after the Closing Date for items with Seller Trademarks affixed to them with a valid continuing use in Buyer's conduct of the Business, including, without limitation, buildings, vehicles, heavy equipment, hard
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 “PURSUANT TO 17 C.F.R. § 240.24B-2, CONFIDENTIAL INCORMATION (INDICATED BY [*]) HAS BEEN OMITTED FROM THIS DOCUMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT APPLICATION FILED WITH THE COMMISSION” 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.
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. 35 8.4 Public Announcements..............................................36 8.5 Expenses..........................................................36 8.6 Filings and Consents..............................................36 8.7 Reasonable Efforts................................................37 8.8
