Common use of Service Marks, Trademarks and Trade Names Clause in Contracts

Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service mark, xxgo design or other identifying mark xx symbol utilizing the stylized letter "C" or the name "Chubb" (collectively the "Chubb Trademarks") to be conveyed and assigned to Seller, and Seller shall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 7.5 shall remain with the Company and that such trademarks shall be available for use by Buyer, the Company and its Subsidiaries following the Closing Date. On or prior to the Closing Date, Seller shall execute a royalty-free license (the "Trademark License Agreement") with the Company to permit the Company and the Subsidiaries to continue to use any of the Chubb Trademarks currently in use in the conduct of their businesses, including but not limited to, the use of any contract materials, signs or policy forms which contain any Chubb Trademarks, for a period of up to one year following the Closing Date. As promptly as practicable following the Closing Date, Buyer shall cause the Company and the Subsidiaries to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, by deleting the name "Chubb" or the stylized letter "C" therefrom, the product names, marketing materials, policy forms and materials that utilize such name or stylized letter, and to cause the name "Chubb" to be deleted from its name, from the name of each Subsidiary and from the name Chubb America Fund, Inc. and Chubb Investment Funds, Inc.

Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service markmxxx, xxgo logo design or other identifying mark xx mxxx or symbol utilizing the stylized letter "C" or the name "Chubb" (collectively the "Chubb Trademarks") to be conveyed and assigned to Seller, and Seller shall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 7.5 shall remain with the Company and that such trademarks shall be available for use by Buyer, the Company and its Subsidiaries following the Closing Date. On or prior to the Closing Date, Seller shall execute a royalty-free license (the "Trademark License Agreement") with the Company to permit the Company and the Subsidiaries to continue to use any of the Chubb Trademarks currently in use in the conduct of their businesses, including but not limited to, the use of any contract materials, signs or policy forms which contain any Chubb Trademarks, for a period of up to one year following the Closing Date. As promptly as practicable following the Closing Date, Buyer shall cause the Company and the Subsidiaries to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, by deleting the name "Chubb" or the stylized letter "C" therefrom, the product names, marketing materials, policy forms and materials that utilize such name or stylized letter, and to cause the name "Chubb" to be deleted from its name, from the name of each Subsidiary and from the name Chubb America Fund, Inc. and Chubb Investment Funds, Inc.

Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service mark, xxgo design or other identifying mark xx symbol utilizing the stylized letter "C" or the name "Chubb" (collectively the "Chubb Trademarks") to be conveyed and assigned to Seller, and Seller shall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 7.5 shall remain with the Company and that such trademarks shall be available for use by Buyer, the Company and its Subsidiaries following the Closing Date. On or prior to the Closing Date, Seller shall execute the IP License Agreement with the Company to, among other things, permit the Company to continue to use on a royalty-free license (the "Trademark License Agreement") with the Company to permit the Company and the Subsidiaries to continue to use any basis all of the Chubb Trademarks trademarks, trade names, service marks, logo designs or other identifying marks or symbols utilizing the stylized eagle or the name “Allmerica” or any derivative thereof (collectively, the “Allmerica Trademarks”) currently in use in the conduct of their businessesthe Business (other than with respect to the Excluded Assets and Liabilities), including but not limited to, the use of any contract materials, signs materials or policy forms which contain any Chubb Allmerica Trademarks, for a period of up to one year 18 months following the Closing DateDate or as otherwise set forth in the IP License Agreement. As promptly as practicable following Following the Closing Date, Buyer shall cause the Company and the Subsidiaries to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, prior to expiration of the IP License Agreement, by deleting the name "Chubb" or Allmerica Trademarks (including the stylized letter "C" eagle and the name “Allmerica”) therefrom, the product names, marketing materials, policy forms and other materials that utilize such name or stylized lettername, and to cause the Allmerica Trademarks (including the stylized eagle and the name "Chubb" “Allmerica”) to be deleted from its name. From and after the expiration of the applicable period specified in the IP License Agreement, from Buyer shall not, and shall not permit the name Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of each Subsidiary and from or references to the name Chubb America FundAllmerica Trademarks required by Law or permissible pursuant to trademark fair use principles or that refer to the corporate history of the Company, Inc. and Chubb Investment Funds, Inc.nor require the Company to change or alter any documents or materials distributed by the Company before such expiration.

Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service mark, xxgo design or other identifying mark xx symbol utilizing the stylized letter "C" or the name "Chubb" (collectively the "Chubb Trademarks") to be conveyed and assigned to Seller, and Seller shall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 7.5 7.05 shall remain with the Company and that such trademarks shall be available for use by Buyer, the Company and its Subsidiaries following the Closing Date. On or prior to the Closing Date, Seller shall execute a royalty-free license (the "Trademark License Agreement") with the Company to permit the Company and the Subsidiaries to continue to use any of the Chubb Trademarks currently in use in the conduct of their businesses, including but not limited to, the use of any contract materials, signs or policy forms which contain any Chubb Trademarks, for a period of up to one year following the Closing Date. As promptly as practicable following the Closing Date, Buyer shall cause the Company and the Subsidiaries to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, by deleting the name "Chubb" or the stylized letter "C" therefrom, the product names, marketing materials, policy forms and materials that utilize such name or stylized letter, and to cause the name "Chubb" to be deleted from its name, from the name of each Subsidiary and from the name Chubb America Fund, Inc. and Chubb Investment Funds, Inc.

Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service markxxxx, xxgo logo design or other identifying mark xx xxxx or symbol utilizing the stylized letter "C" or the name "Chubb" (collectively the "Chubb Trademarks") to be conveyed and assigned to Seller, and Seller shall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 7.5 7.05 shall remain with the Company and that such trademarks shall be available for use by Buyer, the Company and its Subsidiaries following the Closing Date. On or prior to the Closing Date, Seller shall execute a royalty-free license (the "Trademark License Agreement") with the Company to permit the Company and the Subsidiaries to continue to use any of the Chubb Trademarks currently in use in the conduct of their businesses, including but not limited to, the use of any contract materials, signs or policy forms which contain any Chubb Trademarks, for a period of up to one year following the Closing Date. As promptly as practicable following the Closing Date, Buyer shall cause the Company and the Subsidiaries to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, by deleting the name "Chubb" or the stylized letter "C" therefrom, the product names, marketing materials, policy forms and materials that utilize such name or stylized letter, and to cause the name "Chubb" to be deleted from its name, from the name of each Subsidiary and from the name Chubb America Fund, Inc. and Chubb Investment Funds, Inc.

Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service markxxxx, xxgo logo design or other identifying mark xx xxxx or symbol utilizing the stylized letter "C" eagle or the name "Chubb" “Allmerica” or any derivative thereof (collectively collectively, the "Chubb “Allmerica Trademarks"”) to be conveyed and assigned to Seller, and Seller shall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 7.5 shall remain with the Company and that such trademarks shall be available for use by Buyer, the Company and its Subsidiaries following the Closing Dateor an Affiliate thereof. On or prior to the Closing Date, Seller shall execute the IP License Agreement with the Company to, among other things, permit the Company to continue to use on a royalty-free license (the "Trademark License Agreement") with the Company to permit the Company and the Subsidiaries to continue to use any basis all of the Chubb Allmerica Trademarks currently in use in the conduct of their businessesthe Business, including but not limited to, the use of any contract materials, signs materials or policy forms which contain any Chubb Allmerica Trademarks, for a period of up to one year 18 months following the Closing DateDate or as otherwise set forth in the IP License Agreement. As promptly as practicable following Following the Closing Date, Buyer shall cause the Company and the Subsidiaries to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, prior to expiration of the IP License Agreement, by deleting the name "Chubb" or Allmerica Trademarks (including the stylized letter "C" eagle and the name “Allmerica”) therefrom, the product names, marketing materials, policy forms and other materials that utilize such name or stylized lettername, and to cause the Allmerica Trademarks (including the stylized eagle and the name "Chubb" “Allmerica”) to be deleted from its name. From and after the expiration of the applicable period specified in the IP License Agreement, from Buyer shall not, and shall not permit the name Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of each Subsidiary and from or references to the name Chubb America Fund, Inc. and Chubb Investment Funds, Inc.Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.