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 xxxx, logo design or other identifying xxxx or symbol utilizing the stylized eagle or the name “Allmerica” or any derivative thereof (collectively, the “Allmerica Trademarks”) to be conveyed and assigned to Seller or an Affiliate thereof. On 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 basis all of the Allmerica Trademarks currently in use in the conduct of the Business, including the use of any contract materials or policy forms which contain any Allmerica Trademarks, for a period of up to 18 months following the Closing Date or as otherwise set forth in the IP License Agreement. Following the Closing Date, Buyer shall cause the Company 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 Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) therefrom, the product names, marketing materials, policy forms and other materials that utilize such name, and to cause the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) to be deleted from its name. From and after the expiration of the applicable period specified in the IP License Agreement, Buyer shall not, and shall not permit the Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of or references to the Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.

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 xxxxmxxx, logo design or other identifying xxxx mxxx or symbol utilizing the stylized eagle letter "C" or the name “Allmerica” or any derivative thereof "Chubb" (collectively, collectively the “Allmerica "Chubb Trademarks”") to be conveyed and assigned to Seller, and Seller or an Affiliate thereofshall 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 IP "Trademark License Agreement Agreement") with the Company to, among other things, to permit the Company and the Subsidiaries to continue to use on a royalty-free basis all any of the Allmerica Chubb Trademarks currently in use in the conduct of the Businesstheir businesses, including but not limited to, the use of any contract materials materials, signs or policy forms which contain any Allmerica Chubb Trademarks, for a period of up to 18 months one year following the Closing Date or Date. As promptly as otherwise set forth in the IP License Agreement. Following 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, prior to expiration of the IP License Agreement, by deleting the Allmerica Trademarks (including name "Chubb" or the stylized eagle and the name “Allmerica”) letter "C" therefrom, the product names, marketing materials, policy forms and other materials that utilize such namename or stylized letter, and to cause the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) "Chubb" to be deleted from its name. From , from the name of each Subsidiary and after from the expiration of the applicable period specified in the IP License Agreementname Chubb America Fund, Buyer shall notInc. and Chubb Investment Funds, and shall not permit the Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of or references to the Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.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 xxxxmark, logo xxgo design or other identifying xxxx or mark xx symbol utilizing the stylized eagle letter "C" or the name “Allmerica” or any derivative thereof "Chubb" (collectively, collectively the “Allmerica "Chubb Trademarks”") to be conveyed and assigned to Seller, and Seller or an Affiliate thereofshall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 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 IP "Trademark License Agreement Agreement") with the Company to, among other things, to permit the Company and the Subsidiaries to continue to use on a royalty-free basis all any of the Allmerica Chubb Trademarks currently in use in the conduct of the Businesstheir businesses, including but not limited to, the use of any contract materials materials, signs or policy forms which contain any Allmerica Chubb Trademarks, for a period of up to 18 months one year following the Closing Date or Date. As promptly as otherwise set forth in the IP License Agreement. Following 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, prior to expiration of the IP License Agreement, by deleting the Allmerica Trademarks (including name "Chubb" or the stylized eagle and the name “Allmerica”) letter "C" therefrom, the product names, marketing materials, policy forms and other materials that utilize such namename or stylized letter, and to cause the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) "Chubb" to be deleted from its name. From , from the name of each Subsidiary and after from the expiration of the applicable period specified in the IP License Agreementname Chubb America Fund, Buyer shall notInc. and Chubb Investment Funds, and shall not permit the Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of or references to the Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.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 xxxxmark, logo xxgo design or other identifying xxxx or mark xx symbol utilizing the stylized eagle letter "C" or the name “Allmerica” or any derivative thereof "Chubb" (collectively, collectively the “Allmerica "Chubb Trademarks”") to be conveyed and assigned to Seller, and Seller or an Affiliate thereofshall 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 IP "Trademark License Agreement Agreement") with the Company to, among other things, to permit the Company and the Subsidiaries to continue to use on a royalty-free basis all any of the Allmerica Chubb Trademarks currently in use in the conduct of the Businesstheir businesses, including but not limited to, the use of any contract materials materials, signs or policy forms which contain any Allmerica Chubb Trademarks, for a period of up to 18 months one year following the Closing Date or Date. As promptly as otherwise set forth in the IP License Agreement. Following 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, prior to expiration of the IP License Agreement, by deleting the Allmerica Trademarks (including name "Chubb" or the stylized eagle and the name “Allmerica”) letter "C" therefrom, the product names, marketing materials, policy forms and other materials that utilize such namename or stylized letter, and to cause the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) "Chubb" to be deleted from its name. From , from the name of each Subsidiary and after from the expiration of the applicable period specified in the IP License Agreementname Chubb America Fund, Buyer shall notInc. and Chubb Investment Funds, and shall not permit the Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of or references to the Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.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 xxxx, logo design or other identifying xxxx or symbol utilizing the stylized eagle letter "C" or the name “Allmerica” or any derivative thereof "Chubb" (collectively, collectively the “Allmerica "Chubb Trademarks”") to be conveyed and assigned to Seller, and Seller or an Affiliate thereofshall take such action as is necessary to ensure that the ownership of and rights relating to the trademarks listed on Schedule 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 IP "Trademark License Agreement Agreement") with the Company to, among other things, to permit the Company and the Subsidiaries to continue to use on a royalty-free basis all any of the Allmerica Chubb Trademarks currently in use in the conduct of the Businesstheir businesses, including but not limited to, the use of any contract materials materials, signs or policy forms which contain any Allmerica Chubb Trademarks, for a period of up to 18 months one year following the Closing Date or Date. As promptly as otherwise set forth in the IP License Agreement. Following 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, prior to expiration of the IP License Agreement, by deleting the Allmerica Trademarks (including name "Chubb" or the stylized eagle and the name “Allmerica”) letter "C" therefrom, the product names, marketing materials, policy forms and other materials that utilize such namename or stylized letter, and to cause the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) "Chubb" to be deleted from its name. From , from the name of each Subsidiary and after from the expiration of the applicable period specified in the IP License Agreementname Chubb America Fund, Buyer shall notInc. and Chubb Investment Funds, and shall not permit the Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of or references to the Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.Inc.