Seller's Name. At or prior to the Closing, the Seller shall cause the following agreements to be terminated: (i) the Amended and Restated Trademark Trust Agreement, dated as of December 1, 2006 among the Seller, RERH, and Wilmington Trust Company, (ii) the Trademark Administrative Servicing Agreement between Seller and Trademark Trust, dated December 1, 2006, (iii) the Trademark License Agreement between Trademark Trust and Seller, dated December 1, 2006, and (iv) the Trademark License Agreement between Trademark Trust and RERH, dated December 1, 2006. At the Closing, the Seller shall (and shall cause the Trademark Trust and its trustee and Affiliates of the Seller to) transfer and deliver to the Purchaser or its designee all of the right, title and interest in and to the Trademarks pursuant to the Trademark Assignment. Except as set forth in this Section 7.11, after the Closing, Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, immediately cease the use of, and not use, apply for, register or maintain, any names, trademarks, service marks or domain names consisting of or incorporating any of the Trademarks or any names, trademarks, service marks or domain names confusingly similar thereto, in any fashion. As soon as reasonably practicable after the Closing but not later than 60 days after the Closing Date, the Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, (i) remove the name “Reliant” (or any variation, derivation and translations thereof) and all other names incorporating any Trademarks (the “Reliant Names”) from its email addresses, websites, price lists, invoices, literature, brochures, manuals, stationery and business cards, and (ii) change its corporate name so that it does not include any of the Trademarks. As soon as reasonably practicable after the Closing but not later than 120 days after the Closing Date, the Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, remove the Reliant Names from all other properties and assets (including facilities, real property signage, signs, flags, supplies and other materials not set forth in the immediately foregoing sentence). Notwithstanding the foregoing, immediately after the Closing, the Seller shall not, and shall cause each of its Affiliates (except for the Subject Companies) not to, use any Reliant Names in any official correspondence or advertising; provided, however, that, during the period of 120 days after the Closing Date, the Seller and its Affiliates (except for the Subject Companies) may refer to their respective corporate names used prior to the Closing immediately following or preceding (as applicable) the phrase “formerly known as”, “previously doing business as”, “doing business as” or other equivalent phrases, solely in connection with notifying third parties of the new corporate names of the Seller or its Affiliates (other than the Subject Companies) or as required by applicable Law. The Seller shall include in the proxy statement for its 2009 annual meeting of shareholders a proposal to amend the Seller’s Third Restated Certificate of Incorporation to change the name of the Seller in accordance with this Section 7.11 (it being understood and agreed that such proposal may be conditioned upon the Closing occurring).
Appears in 1 contract
Sources: LLC Membership Interest Purchase Agreement (Reliant Energy Inc)
Seller's Name. At or prior to the Closing, the Seller shall cause the following agreements to be terminated: (i) the Amended and Restated Trademark Trust Agreement, dated as of December 1, 2006 among the Seller, RERH, and Wilmington Trust Company, (ii) the Trademark Administrative Servicing Agreement between Seller and Trademark Trust, dated December 1, 2006, (iii) the Trademark License Agreement between Trademark Trust and Seller, dated December 1, 2006, and (iv) the Trademark License Agreement between Trademark Trust and RERH, dated December 1, 2006. At the Closing, the Seller shall (and shall cause the Trademark Trust and its trustee and Affiliates of the Seller to) transfer and deliver to the Purchaser or its designee all of the right, title and interest in and to the Trademarks pursuant to the Trademark Assignment. Except as set forth in this Section 7.11, after the Closing, Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, immediately cease the use of, and not use, apply for, register or maintain, any names, trademarks, service marks or domain names consisting of or incorporating any of the Trademarks or any names, trademarks, service marks or domain names confusingly similar thereto, in any fashion. As soon as reasonably practicable after the Closing but not later than 60 days after the Closing Date, the Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, (i) remove the name “Reliant” (or any variation, derivation and translations thereof) and all other names incorporating any Trademarks (the “Reliant Names”) from its email addresses, websites, price lists, invoices, literature, brochures, manuals, stationery and business cards, and (ii) change its corporate name so that it does not include any of the Trademarks. As soon as reasonably practicable after the Closing but not later than 120 days after the Closing Date, the Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, remove the Reliant Names from all other properties and assets (including facilities, real property signage, signs, flags, supplies and other materials not set forth in the immediately foregoing sentence). Notwithstanding the foregoing, immediately after the Closing, the Seller shall not, and shall cause each of its Affiliates (except for the Subject Companies) not to, use any Reliant Names in any official correspondence or advertising; provided, however, that, during the period of 120 days after the Closing Date, the Seller and its Affiliates (except for the Subject Companies) may refer to their respective corporate names used prior to the Closing immediately following or preceding (as applicable) the phrase “formerly known as”, “previously doing business as”, “doing business as” or other equivalent phrases, solely in connection with notifying third parties of the new corporate names of the Seller or its Affiliates (other than the Subject Companies) or as required by applicable Law. The Seller shall include in the proxy statement for its 2009 annual meeting of shareholders a proposal to amend the Seller’s Third Restated Certificate of Incorporation to change the name of the Seller in accordance with this Section 7.11 (it being understood and agreed that such proposal may be conditioned upon the Closing occurring).this
Appears in 1 contract
Sources: LLC Membership Interest Purchase Agreement (NRG Energy, Inc.)
Seller's Name. At or prior to the Closing, the Seller shall cause the following agreements to be terminated: (i) the Amended and Restated Trademark Trust Agreement, dated as of December 1, 2006 among the Seller, RERH, and Wilmington Trust Company, (ii) the Trademark Administrative Servicing Agreement between Seller and Trademark Trust, dated December 1, 2006, (iii) the Trademark License Agreement between Trademark Trust and Seller, dated December 1, 2006, and (iv) the Trademark License Agreement between Trademark Trust and RERH, dated December 1, 2006. At the Closing, the Seller shall (and shall cause the Trademark Trust and its trustee and Affiliates of the Seller to) transfer and deliver to the Purchaser or its designee all of the right, title and interest in and to the Trademarks pursuant to the Trademark Assignment. Except as set forth in this Section 7.11, after the Closing, Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, immediately cease the use of, and not use, apply for, register or maintain, any names, trademarks, service marks or domain names consisting of or incorporating any of the Trademarks or any names, trademarks, service marks or domain names confusingly similar thereto, in any fashion. As soon as reasonably practicable after the Closing but not No later than 60 sixty (60) days after following the Closing Date, the Seller shall, and Buyer shall cause each the Companies to change their names and cause their certificates of its Affiliates incorporation (except for or equivalent organizational documents), as applicable, to be amended to remove any reference to "KeySpan" or "National Grid." Following the Subject Companies) Closing, the Buyer shall cause the Companies to, as soon as practicable, but in no event later than sixty (60) days following the Closing Date, cease to (i) remove make any use of (A) any names or marks that include the name “Reliant” term "KeySpan" or "National Grid", and (B) any names or marks related thereto or containing or comprising the foregoing, including any variation, derivation and translations thereof) and all other names incorporating any Trademarks or marks confusingly similar thereto or dilutive thereof (the “Reliant Names”) from its email addresses, websites, price lists, invoices, literature, brochures, manuals, stationery and business cards"KeySpan/National Grid Marks"), and (ii) change its corporate name so that it does not include hold themselves out as having any affiliation with the Seller or any of the Trademarksits Affiliates. As In furtherance thereof, as soon as reasonably practicable after the Closing but not in no event later than 120 sixty (60) days after following the Closing Date, the Seller shall, and Buyer shall cause each of its Affiliates (except for the Subject Companies) toCompanies to remove, remove the Reliant Names strike over or otherwise obliterate all KeySpan/National Grid Marks from all assets and other properties and assets (materials owned by the Companies, including facilitiesany vehicles, real property signagebusiness cards, schedules, stationery, packaging materials, displays, signs, flagspromotional materials, supplies manuals, forms, websites, email, computer software and other materials not set forth and systems. Any use by the Companies of any of the KeySpan/National Grid Marks as permitted in this Section 7.14 is subject to their compliance with the immediately foregoing sentence). Notwithstanding the foregoing, immediately after the Closing, the Seller shall not, quality control requirements and shall cause each of its Affiliates (except guidelines in effect for the Subject Companies) not to, use any Reliant Names in any official correspondence or advertising; provided, however, that, during the period KeySpan/National Grid Marks as of 120 days after the Closing Date, the Seller . The Buyer and its Affiliates (except for shall not use the Subject Companies) KeySpan/National Grid Marks in a manner that may refer to their respective corporate names used prior to the Closing immediately following reflect negatively on such name and marks or preceding (as applicable) the phrase “formerly known as”, “previously doing business as”, “doing business as” or other equivalent phrases, solely in connection with notifying third parties of the new corporate names of on the Seller or its Affiliates (other than the Subject Companies) or as required by applicable LawAffiliates. The Buyer and its Affiliates shall indemnify and hold harmless the Seller shall include in and any of its Affiliates for any costs, damages, losses, expenses, or other liabilities relating to or arising from the proxy statement for use by the Buyer or any of its 2009 annual meeting of shareholders a proposal to amend the Seller’s Third Restated Certificate of Incorporation to change the name Affiliates of the Seller in accordance with KeySpan/National Grid Marks pursuant to this Section 7.11 (it being understood and agreed that such proposal may be conditioned upon the Closing occurring)7.14.
Appears in 1 contract
Sources: Membership Interest and Stock Purchase Agreement (Transcanada Corp)
Seller's Name. At or prior The Purchaser shall not acquire, nor shall the Company retain, any rights to the Closing, the Seller shall cause the following agreements to be terminated: name “USEC,” “United States Enrichment Corporation” or “American Centrifuge” (i) the Amended and Restated Trademark Trust Agreement, dated as of December 1, 2006 among the Seller, RERH, and Wilmington Trust Company, (ii) the Trademark Administrative Servicing Agreement between Seller and Trademark Trust, dated December 1, 2006, (iii) the Trademark License Agreement between Trademark Trust and Seller, dated December 1, 2006, and (iv) the Trademark License Agreement between Trademark Trust and RERH, dated December 1, 2006. At the Closing, the Seller shall (and shall cause the Trademark Trust and its trustee and Affiliates of the Seller to) transfer and deliver to the Purchaser or its designee all of the right, title and interest in and to the Trademarks pursuant to the Trademark Assignment. Except as set forth in this Section 7.11, after the Closing, Seller shall, and shall cause each of its Affiliates (except for the Subject Companies) to, immediately cease the use of, and not use, apply for, register or maintain, any names, trademarks, service marks or domain names consisting of or incorporating any of the Trademarks or any namesderivation thereof) or any trademark, trademarks, service marks trade name or domain names confusingly similar symbol related thereto, in any fashion. As soon as reasonably practicable after the Closing but not later than 60 sixty (60) days after the Closing Date, the Seller shall, and Purchaser shall cause each the Company to cease to (a) make any use of its Affiliates (except for the Subject Companies) to, (i) remove any names or marks that include the name term “ReliantUSEC,” (“United States Enrichment Corporation” or any variation, derivation and translations thereof) and all other names incorporating any Trademarks (the “Reliant Names”) from its email addresses, websites, price lists, invoices, literature, brochures, manuals, stationery and business cards, American Centrifuge” and (ii) change its corporate name so that it does not include any names or marks related thereto or containing or comprising the foregoing, including any names or marks confusingly similar thereto or dilutive thereof (the “USEC Marks”) and (b) hold themselves out as having any affiliation with the Seller or any of the Trademarksits affiliates. As In furtherance thereof, as soon as reasonably practicable after the Closing but not in no event later than 120 sixty (60) days after following the Closing Date, the Seller shall, and Purchaser shall cause each of its Affiliates (except for the Subject Companies) toCompany to remove, remove the Reliant Names strike over or otherwise obliterate all USEC Marks from all assets and other properties and assets (materials owned by the Company, including facilitiesany vehicles, real property signagebusiness cards, schedules, stationery, packaging materials, displays, signs, flagspromotional materials, supplies manuals, forms, websites, email, computer software and other materials not set forth and systems. Any use by the Company of any of the USEC Marks as permitted in the immediately foregoing sentence)this Section 6.10 shall be consistent with past practice. Notwithstanding the foregoing, immediately after the Closing, Purchaser shall be permitted to use the Seller shall not, and shall cause each of its Affiliates (except for the Subject Companies) not to, use any Reliant Names name “USEC” in any official correspondence or advertising; provided, however, that, during the period of 120 days after the Closing Date, the Seller and its Affiliates (except for the Subject Companies) may refer to their respective corporate names used prior to the Closing immediately following or preceding (as applicable) the phrase “formerly known as”, “previously doing business as”, “doing business as” announcements or other equivalent phrases, solely in connection with notifying third parties descriptions of the new corporate names of transactions contemplated by this Agreement or in Tax Returns, filings with the Seller U.S. Securities and Exchange Commission or its Affiliates (other than the Subject Companies) or as required by applicable Law. The Seller shall include in the proxy statement for its 2009 annual meeting of shareholders a proposal to amend the Seller’s Third Restated Certificate of Incorporation to change the name of the Seller in accordance filings with this Section 7.11 (it being understood and agreed that such proposal may be conditioned upon the Closing occurring)Governmental Authorities.
Appears in 1 contract
Sources: Stock Purchase Agreement (Usec Inc)