Common use of Seller Trademarks Clause in Contracts

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. (a) Unless otherwise provided in any other Transaction DocumentBuyer agrees that, Buyers hereby acknowledge and agree that nothing except as set forth in this Agreement grants or Section 9.6, following the Closing Date, Buyer shall be deemed to grant to Buyers the right to use or not have any interest in (i) the names “General Cable”right, “General Cable Industriestitle, Inc.”interest, “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 license or other source indicator containing same and/or confusingly similar thereto, other than those trademarks that are included right whatsoever in the Purchased Assets trademarks set forth on Section 9.6 of the Seller Disclosure Letter (collectively, the “Seller Trademarks”) ), and that Seller has not assigned or (ii) any otherwise transferred such right, title, interest, license or other Intellectual Property of Sellers right to Buyer by implication or otherwise. Upon 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 Date, Buyer 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 cease using any Seller Trademarks in connection with the Acquired Inventory Assets as quickly soon as commercially practicable. reasonably practicable and in no event later than six (b6) Unless otherwise provided in any other Transaction Document, commencing promptly months after the Closing Date, neither Buyers nor any except that Seller, on behalf of their Affiliates shall use any signs or stationeryitself and its affiliates, purchase order formshereby grants to Buyer a limited, packaging or other goods or suppliesnon-exclusive, advertising and promotional materialsnon-transferable, productnon-sublicensable, training and service literature and materials, or any other materials in any format or medium royalty-free license for a period of no longer than six (“Supplies”6) that contain any Seller Trademarks. After the Closing Date, Buyers shall not reorder, produce or reproduce any Supplies that include the Seller Trademarks. Promptly months following the Closing Date, Buyers and to continue to use the Seller Trademarks solely in connection with the Acquired Company 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 cease 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 TrademarksTrademarks 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 Trademark as of the Closing Date. All goodwill arising from any such use shall inure to the benefit of Seller or an applicable Seller affiliate owning the Seller Trademark so used. Buyer shall not to use any Seller Trademark in any manner that may reflect negatively on such name and xxxx or on Seller or any of its affiliates.

Seller Trademarks. (a) Unless otherwise provided Except as set forth in any other Transaction DocumentSection 6.03 of the Disclosure Schedule, 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 Buyer and its Affiliates shall not use any Trademark or trade name owned or used by Seller or any of their the Seller Affiliates shall use any signs or stationery, purchase order forms, packaging or other goods or supplies, advertising than those constituting Acquired Intellectual Property (the "Seller Trademarks"). Buyer understands and promotional materials, product, training and service literature and materialsagrees that the Seller Trademarks, or any other materials in any format right or medium (“Supplies”) that contain any 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, Buyers all Seller Trademarks shall not reorderbe replaced by Buyer as soon as possible, produce or reproduce any Supplies that include 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 (b) Buyer recognizes the value associated with the Seller Trademarks. Promptly following , and acknowledges that the Seller Trademarks and all rights therein and the goodwill pertaining thereto belong (c) Buyer agrees that the conduct of the Business after the Closing Date by Buyer and Buyer Affiliates using the Seller Trademarks shall be provided in accordance with all applicable Federal, state and local laws, and that the same shall not reflect adversely upon the good name of Seller, and that the conduct of the Business will be of a standard and skill equivalent to that employed by Seller prior to the Closing Date. (d) Buyer acknowledges that its or its Affiliates' failure to cease use of the Seller Trademarks as provided in this Agreement, Buyers and the Acquired Company shall cease all or its or its Affiliates' improper use of the Seller Trademarks, will result in immediate and irreparable damage to Seller. Buyer acknowledges and admits that there is no adequate remedy at law for such failure to terminate use of the Seller Trademarks, or for such improper use of the Seller Trademarks, and Buyer agrees that in the event of such failure or improper use, Seller shall be entitled to equitable relief by way of temporary restraining order or any other relief available under this Agreement.