Seller's Trademarks Clause Samples

Seller's Trademarks. Active Trade-▇▇▇▇

Seller's Trademarks. (a) Seller hereby grants to the Acquired Companies, effective upon the Closing Date, a non-transferable, nonexclusive, royalty free transitional right and license to use the trademarks, service marks, and trade names listed on Section 5.18 of the Seller Disclosure Letter, together with all slogans, logotypes, designs and trade dress associated therewith (collectively, the "Seller's Marks") solely in connection with the sale of packaged inventory which is in existence as of the Closing Date and is currently being used in the conduct of the Acquired Companies' businesses ("Existing Inventory"). (b) All rights and goodwill arising from the use of Seller's Marks and/or any similar names or marks (including logos) shall inure solely to Seller's benefit. Purchaser agrees that it shall not permit either the Acquired Companies or any of their Affiliates, to use, directly or indirectly, the word "IMC," "IMC Salt" or "IMC Global" or any marks similar thereto, as part of any Acquired Company's or any of their Affiliates' own trade names, or in any other way that suggests that there is any relation or affiliation between Seller and the Acquired Companies or any of their Affiliates other than that created by this Agreement, or as a trademark, service ▇▇▇▇ or trade name for any other business, product or service. The Acquired Companies shall have no interest in Seller's Marks except as expressly provided in this Agreement and shall not claim any other rights therein. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant any Acquired Company any right, title, or interest in or to Seller's Marks other than as specified in the limited license grant in this Agreement. All rights not expressly granted in this Agreement or herein are reserved to Seller. (c) The Acquired Companies' right to use the Seller's Marks shall automatically cease upon the earlier of (i) the end of the one (1) year period immediately after the Closing Date; (ii) the depletion of Existing Inventory; or (iii) the Acquired Companies' failure to cure any material breach with respect to its use of Seller's Marks within 15 days of receipt of written notice from Seller. Upon the termination of the Acquired Companies' right to use Seller's Marks, Purchaser shall cause the Acquired Companies immediately to cease all use of Seller's Marks and all materials bearing Seller's Marks (such materials to be returned to Seller or destroyed). (d) The Ac...

Seller's Trademarks. (a) Except as set forth in Section 5.10(c) above, (i) effective as of the Closing Date, any license agreement pursuant to which Seller or any Affiliate of Seller has granted to the Division or the Company the right to use trademarks, trade names, service marks, domain names or logos that include the words "Ziff-▇▇▇▇▇," "Ziff," "ZD" or "Softbank" shall be cancelled, and (ii) as promptly as is practicable after the Closing, Buyer shall and agrees to cause the Company to eliminate the words "Ziff-▇▇▇▇▇," "Ziff," "ZD" and 42 47 "Softbank" and every word or expression derived therefrom from the names under which the Division and the Company do business. Within 90 days after the Closing, Buyer shall, and shall cause the Company to, remove any such trademarks, trade names, service marks, domain names and logos from its respective properties, stationery and literature, and thereafter neither Buyer nor the Company shall use any such trademarks, trade names, service marks, domain names or logos.

Seller's Trademarks. The Buyer shall use the Seller’s Trademarks only in strict accord with the terms of this Section 5.12.

Seller's Trademarks. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that (a) Purchaser is not purchasing, acquiring or otherwise obtaining, and neither the Company nor any Company Subsidiary will be entitled to retain following the Closing Date, any right, title or interest in any Trademarks employing Seller's name or any part or variation of such name or anything confusingly similar thereto ("Seller's Trademarks") and (b) none of the Company, any Company Subsidiary, Purchaser or its Affiliates shall make any use of Seller's Trademarks from and after the Closing, except that Purchaser, the Company and the Company Subsidiaries shall be permitted and shall have the right to use existing supplies of stationery or other supplies of the Company and the Company Subsidiaries that incorporate Seller's Trademarks for a period not to exceed six months from the Closing Date.

Seller's Trademarks. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that (a) Purchaser is not purchasing, acquiring or otherwise obtaining, and the Companies will not be entitled to retain following the Closing Date, any right, title or interest in any Trademarks employing Seller’s name or any part or variation of such name or anything confusingly similar thereto (including any reference to “MDC”) and (b) the Companies, Purchaser or their Affiliates shall not make any use of Seller’s Trademarks from and after the Closing. Effective as of the Closing, Seller shall assign and convey to AP all of its rights and interests in and to the name “Secured Products International” or any similar name and shall not use of any such names for any commercial purpose thereafter.

Seller's Trademarks. After the Funding, the Buyer may use and distribute solely in connection with the Purchased Businesses or the Purchased Assets, shipping materials, stationery, invoices, sales, promotional or other forms and literature comprising part of the Purchased Assets and which bear the name "Conseco" or "Conseco Finance" or the Conseco design (except as are transferred to the Buyer at Funding) only if the Buyer uses all commercially reasonable efforts to attach a sticker, name plate or other notice previously approved by the Seller which discloses the acquisition of such Purchased Asset(s) by the Buyer. Such right shall terminate 180 days following the Funding Date. Once such right has terminated, the Buyer shall destroy or cause to be destroyed all of such items and the Buyer further agrees that it shall use all commercially reasonable efforts to cease to use or display names or materials bearing the name "Conseco", "Conseco Finance" or the Conseco design trademarks or any derivative thereof as promptly as practicable. Notwithstanding the foregoing, in no event shall this Section 5.14 apply to any existing Contract on which such names or designs appear as of the Cut-Off Time and the Buyer shall be under no obligation to remove such names or designs from any Contract or any other Records or Files received from the Sellers.

Seller's Trademarks. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that (a) Purchaser is not purchasing, acquiring or otherwise obtaining, and no Acquired Company will be entitled to retain following the Closing Date, any right, title or interest in any Trademarks employing any of the Sellers’ names or any part or variation of such names or anything confusingly similar thereto and (b) no Acquired Company, Purchaser or its Affiliates shall make any use of any of the Sellers’ Trademarks from and after the Closing. Notwithstanding the foregoing, Purchaser and the Acquired Companies shall have a limited, non-exclusive, non-transferrable, non-sublicenseable and global license to use the Trademarks of Seller and its Affiliates that are included in any assets or properties of any Acquired Company (e.g., websites, marketing collateral and similar) for a period of 60 days following the Closing. Purchaser will comply with all of Seller’s reasonable requirements with respect to such Trademarks.

Seller's Trademarks. It is expressly agreed that Purchaser is not purchasing, acquiring or otherwise obtaining, any right, title or interest in the trademark and the trade name "Deli Classics."