Specified Marks Sample Clauses

Specified Marks. Seller hereby agrees that commencing immediately following the Closing Date and continuing until the dissolution of the Seller, Seller shall (A) not at any time make any further use, directly or indirectly, of the Specified Marks unless such use qualifies as a Permitted Use, and (B) not assign, license or transfer any of the Specified Marks or any rights therein to any third-party, or otherwise authorize any third-party to make any use of any of the Specified Marks other than Permitted Uses made by such third-party on Seller's behalf. Seller shall cooperate with Buyer to prevent any infringement by any third-party of Seller's remaining rights in the Specified Marks. As part of Seller's obligations under this provision, Seller shall remove the Specified Marks from any goods or other materials (including materials in any electronic media) and/or destroy any goods or other materials that bear the Specified Marks, as reasonably required to ensure that Seller's use of the Specified Marks is limited to Permitted Uses.
Sample 1
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Specified Marks. EdiZONE hereby absolutely, fully, and irrevocably assigns, transfers, and conveys to Purple, as of the Effective Date, the entire right, title, and interest in and to the trademarks GEL MATRIX and INTELLIPILLOW (the “Specified Marks”), all registrations pertaining to the same (including U.S. Reg. Nos. 5,938,419 and 5,441,198), all related common-law rights, and the goodwill pertaining thereto, together with all claims, demands and causes of action for the past infringement of the Specified Marks or for unfair competition in business in connection therewith, and all rights to xxx at law or in equity for any infringement, misappropriation, dilution, or other violations of any of the foregoing, including the right to enforce the use of the Specified Marks in accordance with the License Agreement, and also including the right to receive all proceeds and damages therefrom the same, to be held and enjoyed by Purple and its successors, assigns, or other legal representatives as fully and entirely as the same would or could have been held and enjoyed by EdiZONE had this assignment not been made.
Sample 1
Specified Marks. Subject to the provisions of this Section, the parties hereby acknowledge and agree that as a result of the transactions contemplated by this Agreement and certain transfers contemplated to occur thereafter, the Specified Marks may be transferred and owned after the Closing by Buckeye or an affiliate of Buckeye and Buckeye or such affiliate shall have all rights of ownership with respect thereto, including the right to use, license and sublicense the use of the Specified Marks throughout the United States. In the event that through the exercise of the Stockholders’ rights under the Pledge Agreement, the Stockholders become the owners of the Surviving Corporation, Buckeye shall license on a perpetual and royalty free basis the rights to use the Specified Marks in Sacramento, Placer, Eldorado, Yolo, Sxxxxx, Yuba, and San Jxxxxxx counties in California (the “Sacramento Area”) to the Surviving Corporation pursuant to a mutually acceptable license agreement and Buckeye and its affiliates shall retain all rights with respect to the Specified Marks in all other parts of the United States. Notwithstanding the foregoing, in the event the Stockholders become the owners of the Surviving Corporation as a result of the exercise of their rights under the Pledge Agreement, the Stockholders also may elect simultaneously to reacquire or have the Surviving Corporation reacquire all rights in the Specified Marks acquired by Buckeye in connection with the transactions contemplated by this Agreement provided that the Stockholders return all of the Buckeye Stock, if any, issued pursuant to this Agreement and/or any of the agreements or documents executed and/or delivered in connection with this Agreement (including without limitation the Promissory Notes) or the transactions contemplated hereby or thereby; provided, however, that in the event the Stockholders or the Surviving Corporation reacquire the Specified Marks, the Stockholders or the Surviving Corporation, as applicable, shall simultaneously enter into (i) a mutually acceptable license agreement for Buckeye and its affiliates to continue using the Specified Marks in territories which are other than the Sacramento Area and providing for the payment of certain mutually agreed upon reasonable royalties for such license or (ii) if the parties are unable to agree upon a license agreement, a license agreement for a transitional term of three (3) years which shall permit Buckeye and its affiliates to continue to use such marks...
Sample 1

Related to Specified Marks

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

  • Proprietary Marks During the Term of this Agreement, the name “Remington,” whether used alone or in connection with other another word(s), and all proprietary marks (being all present and future trademarks, trade names, symbols, logos, insignia, service marks, and the like) of Manager or any one of its Manager Affiliate Entities, whether or not registered (“Proprietary Marks”) shall in all events remain the exclusive property of Manager and its Manager Affiliate Entities. Lessee shall have no right to use any Proprietary Xxxx, except during the term of this Agreement to have signage installed using any Proprietary Xxxx in conformance with the specifications provided by Manager. Upon Termination, any use of a Proprietary Xxxx by Lessee under this Agreement shall immediately cease. Upon Termination, Manager shall have the option to purchase, at their then book value, any items of the applicable Hotel’s Inventories and Fixed Asset Supplies as may be marked with a Proprietary Xxxx. In the event Manager does not exercise such option, Lessee agrees that it will use any such items not so purchased exclusively in connection with the Hotel until they are consumed.

  • Trademarks and Service Marks In the event the Administrative Agent forecloses on its security interest in the License Agreements and transfers the License Agreements to a Person who does not meet the Successor Manager Requirements, then Sprint PCS shall have the right to terminate the License Agreements and cause the Administrative Agent to release its security interest in the License Agreements immediately prior to such transfer.

  • Patent Markings Licensee agrees that all Licensed Products Sold by Licensee, Affiliates, and Sublicensees will be marked in accordance with each country’s patent marking laws, including Title 35, U.S. Code, in the United States.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Trademark Use (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark xx connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor.

  • Sublicense to Use the Xxxxxxx Trademarks As exclusive licensee of the rights to use and sublicense the use of the "Xxxxxxx," "Xxxxxxx Xxxxxx Investments, Inc." and "Xxxxxxx, Xxxxxxx & Xxxxx, Inc." trademarks (together, the "Xxxxxxx Marks"), you hereby grant the Trust a nonexclusive right and sublicense to use (i) the "Xxxxxxx" name and xxxx as part of the Trust's name (the "Fund Name"), and (ii) the Xxxxxxx Marks in connection with the Trust's investment products and services, in each case only for so long as this Agreement, any other investment management agreement between you and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Xxxxxxx Marks, provided however, that you agree to use your best efforts to maintain your license to use and sublicense the Xxxxxxx Marks. The Trust agrees that it shall have no right to sublicense or assign rights to use the Xxxxxxx Marks, shall acquire no interest in the Xxxxxxx Marks other than the rights granted herein, that all of the Trust's uses of the Xxxxxxx Marks shall inure to the benefit of Xxxxxxx Trust Company as owner and licensor of the Xxxxxxx Marks (the "Trademark Owner"), and that the Trust shall not challenge the validity of the Xxxxxxx Marks or the Trademark Owner's ownership thereof. The Trust further agrees that all services and products it offers in connection with the Xxxxxxx Marks shall meet commercially reasonable standards of quality, as may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Xxxxxxx Marks and/or enter the Trust as a registered user thereof. At such time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your successor) and the Trust, or you no longer are a licensee of the Xxxxxxx Marks, the Trust shall (to the extent that, and as soon as, it lawfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or any organization which shall have succeeded to your business as investment manager) or the Trademark Owner. In no event shall the Trust use the Xxxxxxx Marks or any other name or xxxx confusingly similar thereto (including, but not limited to, any name or xxxx that includes the name "Xxxxxxx") if this Agreement or any other investment advisory agreement between you (or your successor) and the Fund is terminated.

  • Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.

  • Patent Marking To the extent required by applicable law, Licensee shall xxxx all Licensed Products or their containers in accordance with the applicable patent marking laws.

  • Domain Names Licensee represents that it does not own any Internet domain names containing Citi Marks.

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