Specified Marks Sample Clauses

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
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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. (i) Immediately prior to the dissolution of Seller, Seller shall transfer all right, title and interest in and to the Specified Marks to Buyer.
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 A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use txxxxof shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

  • Removal of DXC Trademarks Supplier shall remove from all Products rejected, returned or not purchased by DXC, DXC’s name and any of DXC’s trademarks, trade names, insignia, part numbers, symbols, and decorative designs, prior to any other sale, use, or disposition of such Products by Supplier.

  • Service Marks BlueCross BlueShield of Western New York is an independent corporation organized under the New York Insurance Law. BlueCross BlueShield of Western New York also operates under licenses with the BlueCross BlueShield Association, which licenses BlueCross BlueShield of Western New York to use the BlueCross BlueShield service marks in a portion of New York State. BlueCross BlueShield of Western New York does not act as an agent of the BlueCross BlueShield Association. BlueCross BlueShield of Western New York is solely responsible for the obligations created under this agreement.

  • 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. (b) Vendor acknowledges that the Reseller Trademarks are trademarks owned solely and exclusively by Reseller, and agrees to use the Reseller Trademarks only in the form and manner and with appropriate legends as prescribed by Reseller. Vendor agrees not to use any other trademark or service mark xx connection with any of the Reseller Trademarks without prior written approval of Reseller. All use of Reseller Trademarks shall inure to the benefit of Reseller. (c) Reseller shall indemnify and hold Vendor harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Vendor that may arise from Reseller's improper or unauthorized replication, packaging, marketing, distribution, or installation of the Software, including claims based on representations, warranties, or misrepresentations made by Reseller. (d) BOTH PARTIES LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESELLER STATES AND VENDOR ACKNOWLEDGES THAT THE BENEFITS OF THIS AGREEMENT ARE A MATERIAL INDUCEMENT TO RESELLER TO ENTER INTO THE CO-HOSTING AGREEMENT AND, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY VENDOR FOR AN ALLEGED MATERIAL RESELLER BREACH WHICH IS HELD NOT TO BE A MATERIAL BREACH IN FACT, THE COURT SHALL CONSIDER IN ASSESSING DAMAGES HEREUNDER THE CO-HOSTING FEES AND ANY AMOUNTS PAID BY ANY SUCCESSOR THIRD PARTY SITE MANAGER FOR THE RIGHT TO PERFORM SIMILAR WEB SITE SERVICES FOR VENDOR WITHIN ONE YEAR OF THE TERMINATION.

  • Trademarks, Patents Each of the Borrower and the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others.

  • Patent Marking LICENSEE shall xxxx all Licensed Products made, used or sold under the terms of this Agreement, 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.

  • Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use anx xxxxxcense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, Inx." xxxdemaxxx (xxgether, the "Scuddex Xxxxx"), xxx xerexx xxant the Trust a nonexclusive right xxx xxxlicense to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Namx"), xxd (ii) the Scudder Marks in connection with the Trust's investment products xxx xxxvices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") 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 Scudder Marks, provided however, that you agree to use your best xxxxxxx to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to suxxxxxxxe or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks othxx xxxx the rights granted herein, that all of txx Xxxxt's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company xx xxxer and licensor of the Scudder Marks (xxx "Xrademark Owner"), and that the Trust shall nxx xxxxlenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Truxx xxxxher agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of duaxxxx, xs 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 Scudder Marks and/or enter the Trust as a registered user thereof. Xx xxch 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 Scudder Marks, the Trust shall (to the extent that, and as soon ax, xx xawfully 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 your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar therexx (xxxluding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agrexxxxx xetween you (or your Successor) and the Fund is terminated.

  • Trademarks and Logos 3.1 Licensee accepts and recognizes that Licensor is the sole and exclusive owner of the Lightstreamer trademark and logos related to it. 3.2 Licensee has no right in relation to the use of the Lightstreamer distinctive signs, and Licensee cannot remove such Lightstreamer distinctive signs, modify them or use them autonomously.

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