Common use of Trade Names and Trademarks Clause in Contracts

Trade Names and Trademarks. (a) Purchaser acknowledges and agrees that notwithstanding anything to the contrary contained herein, it has, and following the Closing shall have, no ownership interest in or to the trade names, trademarks, service marks, logos or corporate names of Seller, Parent or any of their respective Affiliates, including, without limitation, the trade names and trademarks listed on Schedule 15.2 hereto. After the Closing Date, Purchaser and its Affiliates shall not use any of the trade names, trademarks, service marks, logos or corporate names of Seller, Parent or any of their respective Affiliates, including, without, limitation, the trade names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b). (b) From and after the Closing, Purchaser agrees not to use any forms or other documents bearing any name or logo of Seller or Parent or the name or logo of any Affiliate of Seller or Parent without the prior written consent of Seller and Parent, which consent may be denied or given in Seller’s and Parent’s sole discretion. If such consent is given, Purchaser hereby agrees that all forms or other documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as the party using the form or document. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that Purchaser may use the trade names, trademarks, service marks, logos and corporate names of Seller, Parent and its and their respective Affiliates, (i) as required by applicable law or regulation (including in connection with any required notices to customers) and (ii) for one year following the Closing Date solely in connection with advertising, marketing and otherwise promoting Purchaser’s products and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) as replacements for Seller’s products and services.

Trade Names and Trademarks. Except as provided in the Transaction Agreements: (a) Purchaser Buyer, for itself and its Affiliates, acknowledges and agrees that notwithstanding anything Buyer is not purchasing, acquiring or otherwise obtaining any right, title or interest in and to any Intellectual Property owned by Seller or its Affiliates (other than HLIKK), including the contrary contained hereinname “Hartford”, it hasor any Trademark or Internet domain name related thereto or employing the words “Hartford”, or any variation of the foregoing or any confusingly similar Trademark or Internet domain name, (including all registrations and following applications relating thereto) (collectively, the Closing “Seller Names and Marks”), and, except as otherwise expressly provided in the Trademark License Agreement, neither Buyer nor any of its Affiliates (including, after the Closing, HLIKK) shall havehave any rights in the Seller Names and Marks and neither Buyer nor any of its Affiliates (including, no after the Closing, HLIKK) shall contest the ownership interest or validity of any rights of Seller or any of its Affiliates in or to the trade names, trademarks, service marks, logos Seller Names and Marks. Buyer hereby consents to Seller causing HLIKK to transfer all Seller Names and Marks to Seller or corporate names one of Seller, Parent or any of their respective Affiliates, including, without limitation, the trade names and trademarks listed on Schedule 15.2 hereto. After the Closing Date, Purchaser and its Affiliates prior to the Closing, and such transfer(s) shall not use constitute a breach of any term or condition of the trade names, trademarks, service marks, logos or corporate names of Seller, Parent or any of their respective Affiliates, including, without, limitation, the trade names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b)this Agreement. (b) From Buyer agrees that except as otherwise provided in the Trademark License Agreement, following the Closing Date, Buyer and after its Affiliates (including HLIKK) shall cease and discontinue all uses of the Seller Names and Marks, either alone or in combination with other words and all Trademark or Internet domain name similar to any of the foregoing or embodying any of the foregoing alone or in combination with other words. Buyer, for itself and its Affiliates (including, following the Closing, Purchaser HLIKK), agrees not that the rights of HLIKK to use any forms or other documents bearing any name or logo of the Seller or Parent or Names and Marks pursuant to the name or logo terms of any Affiliate existing trademark agreements shall terminate on the Closing Date. (c) Prior to the termination or expiration of the Trademark License Agreement, or such additional period as mutually agreed by the parties in writing, Buyer and its Affiliates (including HLIKK) shall re-label, destroy or exhaust all materials bearing the Seller Names and Marks, including signage, advertising, promotional materials, software, packaging, inventory, electronic materials, collateral goods, stationery, business cards, web sites, and other materials, and make all filings with any office, agency or Parent without body to effect the prior written consent elimination of any use of the Seller Names and ParentMarks from the business of HLIKK, which consent may so as to bring Buyer and its Affiliates into compliance with this Section 8.07 and the Trademark License Agreement. Buyer shall take all necessary action to ensure that other users of the Seller Names and Marks, whose rights terminate as set forth in this Section 8.07, shall cease use of the Seller Names and Marks except as expressly authorized by the Trademark License Agreement. Buyer’s rights and obligations with respect to its limited transitional use of the Seller Name and Marks after Closing shall be denied or given as set forth in Seller’s the Trademark License Agreement. Buyer, for itself and Parent’s sole discretion. If such consent is givenits Affiliates, Purchaser hereby agrees that all forms or other documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as the party using the form or document. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that Purchaser may use the trade names, trademarks, service marks, logos and corporate names of Seller, Parent and its and their respective Affiliates, (i) as required by applicable law or regulation (including in connection with any required notices to customers) and (ii) for one year following after the Closing Date solely Buyer and its Affiliates (including HLIKK) will not expressly, or by implication, do business as or represent themselves as Seller or its Affiliates. (d) Buyer shall execute any necessary documentation in connection order to amend the organizational documents with advertising, marketing respect to HLIKK such that HLIKK can effect a change in its name to a name not containing any of the Seller Name and otherwise promoting Purchaser’s products Marks in accordance with the timeframes set forth in the Trademark License Agreement. Buyer shall cause HLIKK to file the application documents to register a new trade name with the applicable Governmental Authority and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) as replacements for Seller’s products and servicestake all other necessary action to fulfill its obligations set forth in this Section 8.07 in accordance with the timeframes set forth in the Trademark License Agreement.

Trade Names and Trademarks. (a) Purchaser acknowledges and agrees that notwithstanding anything to Other than as expressly provided in the contrary contained hereinTransaction Agreements, it hasBuyer is not purchasing, and following the Closing shall haveacquiring or otherwise obtaining any right, no ownership title or interest in or to any Intellectual Property owned by Seller or its Affiliates (other than the trade namesAcquired Companies), trademarksincluding the Seller Names and Marks. Except as otherwise expressly provided in any Transaction Agreement, service marksneither Buyer nor any of its Affiliates (including, logos after the Closing Date, the Acquired Companies) shall have any rights in any Intellectual Property owned by Seller or corporate names its Affiliates (other than the Acquired Companies), including the Seller Names and Marks, and neither Buyer nor any of Sellerits Affiliates (including, Parent after the Closing Date, the Acquired Companies) shall contest the ownership or validity of any rights of Seller or any of their respective Affiliatesits Affiliates in or to any Intellectual Property owned by Seller or its Affiliates (other than the Acquired Companies), includingincluding the Seller Names and Marks. (b) Except as otherwise expressly provided in the Trademark License Agreement, without limitationfollowing the Closing Date, Buyer and its Affiliates (including the trade names Acquired Companies) shall cease and trademarks listed discontinue all uses of the Seller Names and Marks, either alone or in combination with any other words or Trademarks. The rights of the Acquired Companies to the Seller Names and Marks pursuant to the terms of any existing agreements shall terminate on Schedule 15.2 heretothe Closing Date. (c) Buyer and its Affiliates shall make all filings to affect the elimination of any use of the Seller Names and Marks from the businesses of the Acquired Companies as promptly as practicable and in any event shall have made all relevant filings prior to the first anniversary of the Closing Date. After the Closing Date, Purchaser Buyer and its Affiliates (including the Acquired Companies) shall not use expressly, or by implication, do business as or represent themselves as, or as having any affiliation with, Seller or an Affiliate of Seller. (d) Following the Closing, promptly following receipt of any required regulatory approvals, Buyer shall execute any necessary documentation in order to amend the organizational documents with respect to the Acquired Companies such that each of the Acquired Companies can effect a change in its corporate and trade names, trademarksas applicable, service marks, logos or corporate to names of Seller, Parent or not containing any of their respective Affiliates, including, without, limitation, the trade names Seller Names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b). (b) From and Marks. Promptly after the Closing, Purchaser agrees not Buyer shall cause the Acquired Companies to use any forms or other documents bearing any name or logo of Seller or Parent or file the name or logo of any Affiliate of Seller or Parent without the prior written consent of Seller and Parent, which consent may be denied or given in Seller’s and Parent’s sole discretion. If such consent is given, Purchaser hereby agrees that all forms or other application documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as the party using the form or document. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges register new corporate and agrees that Purchaser may use the trade names, trademarksas applicable, service marks, logos with each applicable Governmental Authority and corporate names of Seller, Parent and take all other necessary action to fulfill its and their respective Affiliates, (i) obligations set forth in this Section 8.05 as required by applicable law or regulation (including in connection with any required notices to customers) and (ii) for one year following the Closing Date solely in connection with advertising, marketing and otherwise promoting Purchaser’s products and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) soon as replacements for Seller’s products and servicesreasonably practicable.

Trade Names and Trademarks. (a) Purchaser acknowledges and agrees that notwithstanding anything to the contrary contained hereinOther than as contemplated in this Agreement, it hasBuyer is not purchasing, and following the Closing shall haveacquiring or otherwise obtaining any right, no ownership title or interest in or to any Intellectual Property owned by Seller or its Affiliates (other than the trade namesCompany), trademarksincluding the name “Great Western Life Insurance Company,” “Great Western Insurance Company,” “GWLIC,” or “GWIC,” or any Trademark or Internet domain name related thereto or employing the words “Great Western Life Insurance Company,” “Great Western Insurance Company,” “GWIC,” or any variation of the foregoing or any confusingly similar Trademark or Internet domain name, service marks(including in any and all goodwill, logos registrations and applications relating thereto) (collectively, the “Seller Names and Marks”), and, except as otherwise expressly provided in this Agreement, neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall have any rights in the Seller Names and Marks and neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall contest the ownership or corporate names validity of Seller, Parent any rights of Seller or any of their respective Affiliates, including, without limitation, the trade names and trademarks listed on Schedule 15.2 hereto. After the Closing Date, Purchaser and its Affiliates shall not use any of in or to the trade namesSeller Names and Marks. Buyer hereby consents to Seller causing the Company to transfer all rights, trademarkstitle, service marks, logos or corporate names of Seller, Parent and interests in and to the Seller Names and Marks to Seller or any of their respective Affiliatesits Affiliates prior to the Closing, including, without, limitation, the trade names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b)such transfer(s) shall not constitute a breach of any term or condition of this Agreement. (b) From Except as otherwise provided in this Agreement, or in connection with historical references to the Business, following the Closing Date, Buyer and its Affiliates (including the Company) shall cease and discontinue all uses of the Seller Names and Marks, either alone or in combination with other words and all Trademarks or Internet domain names similar to any of the foregoing or embodying any of the foregoing alone or in combination with other words. Seller shall allow Buyer a forty-five (45) day grace period following Closing for Buyer to comply with its obligations under Section 8.05(b)-(c). Upon mutual written consent by the parties, which consent shall not be unreasonably withheld by either party, the forty-five (45) day grace period may be extended for up to an additional forty-five (45) days. However, under no circumstances shall the grace period be in effect beyond ninety (90) days following the Closing Date. Subject to the foregoing, the rights of the Company to the Seller Names and Marks pursuant to the terms of any existing trademark agreements shall terminate on the Closing Date. As of and after the Closing Date, Buyer and its Affiliates (including the Company) shall not expressly, or by implication, do business as or represent themselves as Seller or an Affiliate of Seller. (c) In accordance with the terms of this Agreement and on the date(s) specified herein, Buyer and its Affiliates (including the Company) shall re-label, destroy, delete or exhaust all materials bearing the Seller Name and Marks in Buyer’s possession or control, including signage, advertising, promotional materials, Software, packaging, inventory, electronic materials, collateral goods, stationery, business cards, websites and other materials (except to the extent any such materials must be retained to comply with applicable Laws or document retention notices issued by any Governmental Authority), and make all filings with any office, agency or body to effect the elimination of any use of the Seller Name and Marks from the businesses of the Company, to the extent required to bring Buyer and its Affiliates into compliance with this Section 8.05. Thereafter, Buyer shall send a written statement to Seller verifying that it has re-labeled, destroyed, deleted or exhausted all materials in its possession or control bearing the Seller Name and Marks and shall send Seller representative samples of how Buyer is then using advertising and promotional materials that do not include Seller Name and Marks to the extent required by the foregoing sentence. Buyer shall take all necessary action to ensure that its Affiliates comply with this Section 8.05, and shall use commercially reasonable efforts to enforce its rights under the TPA Agreement with respect to the TPA’s use of Seller Name and Marks, including upon the termination of the TPA Agreement. (d) In the event Buyer or any Affiliate of Buyer (including the Company after the Closing) violates any of its obligations under this Section 8.05, Seller and its Affiliates may proceed against Buyer or its Affiliates in law or in equity for such damages or other relief as a court may deem appropriate. A violation of this Section 8.05 may cause Seller and its Affiliates irreparable harm, which may not be adequately compensated for by money damages. In the event of any actual or threatened violation of this Section 8.05, Seller and any of its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order and to seek preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any violations of this Section 8.05 without the necessity of posting a bond. (e) At the Closing, Buyer shall execute any necessary documentation in order to amend the organizational documents with respect to the Companies such that the Company can effect a change in its name to a name not containing and not confusingly similar to any of the Seller Name and Marks. Immediately after the Closing, Purchaser agrees not Buyer shall cause the Company to use any forms or file the application documents to register a new trade name with each applicable Governmental Authority and take all other necessary action to fulfill its obligations set forth in this Section 8.05 as soon as reasonably practicable. Within fifteen (15) days after the Closing, Buyer shall cause the Company to file the application documents bearing any name or logo of Seller or Parent or the name or logo of any Affiliate of Seller or Parent without the prior written consent of Seller and Parentto register a new trade name, which consent may be denied or given new trade name will comply with all applicable Laws, with each applicable Governmental Authority and take all other necessary action to fulfill its obligations set forth in Seller’s and Parent’s sole discretion. If such consent is given, Purchaser hereby agrees that all forms or other documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser this Section 8.05 as the party using the form or document. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that Purchaser may use the trade names, trademarks, service marks, logos and corporate names of Seller, Parent and its and their respective Affiliates, (i) soon as required by applicable law or regulation (including in connection with any required notices to customers) and (ii) for one year following the Closing Date solely in connection with advertising, marketing and otherwise promoting Purchaser’s products and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) as replacements for Seller’s products and servicesreasonably practicable.

Trade Names and Trademarks. (a) Purchaser acknowledges and agrees that notwithstanding anything to Other than the contrary contained herein, it hasTransferred Owned Intellectual Property, and following other than as contemplated in the Closing shall haveTransaction Agreements, no ownership Buyer is not purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Intellectual Property owned by Seller or its Affiliates (other than the trade namesAcquired Companies), trademarksincluding the name “Hartford,” or any Trademark or Internet domain name related thereto or employing the words “Hartford,” or any variation of the foregoing or any confusingly similar Trademark or Internet domain name, service marks(including in any and all goodwill, logos registrations and applications relating thereto) (collectively, the “Seller Names and Marks”), and, except as otherwise expressly provided in any Transaction Agreement, neither Buyer nor any of its Affiliates (including, after the Closing, the Acquired Companies) shall have any rights in the Seller Names and Marks and neither Buyer nor any of its Affiliates (including, after the Closing, the Acquired Companies) shall contest the ownership or corporate names validity of Seller, Parent any rights of Seller or any of their respective Affiliatesits Affiliates in or to the Seller Names and Marks. Buyer hereby consents to Seller causing the Acquired Companies to transfer all rights, includingtitle and interests in and to the Seller Names and Marks to Seller or any of its Affiliates prior to the Closing, without limitationand such transfer(s) shall not constitute a breach of any term or condition of this Agreement. (b) Except as otherwise provided in any Transaction Agreement, or in connection with historical, tax, employment or similar references to the trade Business, or for purposes of prospectus and similar disclosures as are necessary and appropriate to describe the historical relationship of the Acquired Companies and Seller and its Affiliates or as otherwise required by Law, following the Closing Date, Buyer and its Affiliates (including the Acquired Companies) shall cease and discontinue all uses of the Seller Names and Marks, either alone or in combination with other words and all Trademarks or Internet domain names similar to any of the foregoing or embodying any of the foregoing alone or in combination with other words. The rights of the Acquired Companies to the Seller Names and trademarks listed Marks pursuant to the terms of any existing trademark agreements shall terminate on Schedule 15.2 heretothe Closing Date. (c) In accordance with the terms of the Transaction Agreements and on the date(s) specified therein, Buyer and its Affiliates (including the Acquired Companies) shall re- label, destroy, delete or exhaust all materials bearing the Seller Names and Marks, including signage, advertising, promotional materials, Software, packaging, inventory, electronic materials, collateral goods, stationery, business cards, websites and other materials (except to the extent any such materials must be retained to comply with applicable Laws or document retention notices issued by any Governmental Authority), and make all filings with any office, agency or body to effect the elimination of any use of the Seller Names and Marks from the businesses of the Acquired Companies, to the extent required to bring Buyer and its Affiliates into compliance with this Section 8.05. Thereafter, Buyer shall send a written statement to Seller verifying that it has re-labeled, destroyed, deleted or exhausted all materials bearing the Seller Names and Marks and shall send Seller representative samples of how Buyer is then using advertising and promotional materials that do not include Seller Names and Marks to the extent required by the foregoing sentence. Use of the Seller Names and Marks during any period(s) authorized by the Transaction Agreements shall (i) be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which Seller and its Affiliates used the Seller Names and Marks prior to Closing and (ii) comply with all graphic and other standards for use of the Seller Names and Marks in effect on the Closing Date or as the same may be amended by Seller following the Closing Date. Buyer shall take all necessary action to ensure that other users of the Seller Names and Marks, whose rights terminate upon the Closing pursuant to this Section 8.05, shall cease use of the Seller Names and Marks, except as expressly authorized thereafter by Seller. After the Closing Date, Purchaser Buyer and its Affiliates (including the Acquired Companies) shall not use expressly, or by implication, do business as or represent themselves as Seller or an Affiliate of Seller. (d) In the event Buyer or any Affiliate of Buyer (including any Acquired Company after the Closing) violates any of its obligations under this Section 8.05, Seller and its Affiliates may proceed against Buyer or its Affiliates at law or in equity for such damages or other relief as a court may deem appropriate. A violation of this Section 8.05 may cause Seller and its Affiliates irreparable harm, which may not be adequately compensated for by money damages. In the event of any actual or threatened violation of this Section 8.05, Seller and any of its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order and to seek preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any violations of this Section 8.05 without the necessity of posting a bond. (e) At the Closing, Buyer shall execute any necessary documentation in order to amend the organizational documents with respect to the Companies such that each of the Acquired Companies can effect a change in its name to a name not containing and not confusingly similar to any of the trade names, trademarks, service marks, logos or corporate names of Seller, Parent or any of their respective Affiliates, including, without, limitation, the trade names Seller Names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b). (b) From and Marks. Immediately after the Closing, Purchaser agrees not Buyer shall cause the Acquired Companies to use file the application documents to register a new trade name with each applicable Governmental Authority and take all other necessary action to fulfill its obligations set forth in this Section 8.05 as soon as reasonably practicable. (f) Buyer shall be permitted to prepare, at its sole expense, a trademark application to be filed with the United States Patent and Trademark Office consisting of the term “XXXXXXX” (the “Xxxxxxx Xxxx Application”) following the date hereof. Seller shall cooperate with Buyer in all reasonable respects in preparation of any forms such Xxxxxxx Xxxx Applications. Within five (5) Business Days following receipt by Seller of a written request to file the Xxxxxxx Xxxx Application, which notice shall include a final version of such application, Seller shall cause HLI or another Acquired Company designated by Buyer in such notice to provide such materials and execute all such documents reasonably necessary to file such application with the United States Patent and Trademark Office or to confirm ownership of the Xxxxxxx Xxxx Application following the Closing. Buyer shall promptly reimburse Seller and its Affiliates (including the Acquired Companies) for all costs and expenses incurred by any of them with respect to such cooperation and filing. Neither Seller nor any of its Affiliates (including the Acquired Companies) shall have any obligation to continue to prosecute the Xxxxxxx Xxxx Application or defend any challenge or other documents bearing any name Action with respect to such application (or logo of Seller or Parent or the name or logo of any Affiliate of Seller or Parent without the prior written consent of its subsequent registration) unless Buyer agrees in writing to pay and promptly reimburse Seller and Parentits Affiliates (including the Acquired Companies) for all costs and expenses they incur in connection therewith. Neither Seller nor any of its Affiliates (including the Acquired Companies) make any representations as to the availability, which consent may be denied registrability, non-infringement or given in Seller’s and Parent’s sole discretion. If such consent is given, Purchaser hereby agrees that all forms or other documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as enforceability of the party using the form or documentXxxxxxx Xxxx Application. Notwithstanding anything to the contrary contained hereinin this Agreement, the Xxxxxxx Xxxx Application shall be owned by Buyer or one of the Acquired Companies as successor to the business to which the Xxxxxxx Xxxx Application relates following Closing; provided, that the Xxxxxxx Xxxx Application shall not be considered Owned Intellectual Property for purposes of the representations and warranties of Seller hereby acknowledges and agrees that Purchaser may use the trade names, trademarks, service marks, logos and corporate names nor any of Seller, Parent and its and their respective Affiliates, (i) as required by applicable law or regulation Affiliates (including in connection with any required notices to customersthe Acquired Companies) and (ii) for one year following the Closing Date solely in connection with advertising, marketing and otherwise promoting Purchaser’s products and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) as replacements for Seller’s products and servicesset forth herein.

Trade Names and Trademarks. (a) Purchaser acknowledges and agrees that notwithstanding anything to Other than the contrary contained herein, it hasTransferred Owned Intellectual Property, and following other than as contemplated in the Closing shall haveTransaction Agreements, no ownership Buyer is not purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Intellectual Property owned by Seller or its Affiliates (other than the trade namesAcquired Companies), trademarksincluding the name “Hartford,” or any Trademark or Internet domain name related thereto or employing the words “Hartford,” or any variation of the foregoing or any confusingly similar Trademark or Internet domain name, service marks(including in any and all goodwill, logos registrations and applications relating thereto) (collectively, the “Seller Names and Marks”), and, except as otherwise expressly provided in any Transaction Agreement, neither Buyer nor any of its Affiliates (including, after the Closing, the Acquired Companies) shall have any rights in the Seller Names and Marks and neither Buyer nor any of its Affiliates (including, after the Closing, the Acquired Companies) shall contest the ownership or corporate names validity of Seller, Parent any rights of Seller or any of their respective Affiliatesits Affiliates in or to the Seller Names and Marks. Buyer hereby consents to Seller causing the Acquired Companies to transfer all rights, includingtitle and interests in and to the Seller Names and Marks to Seller or any of its Affiliates prior to the Closing, without limitationand such transfer(s) shall not constitute a breach of any term or condition of this Agreement. (b) Except as otherwise provided in any Transaction Agreement, or in connection with historical, tax, employment or similar references to the trade Business, or for purposes of prospectus and similar disclosures as are necessary and appropriate to describe the historical relationship of the Acquired Companies and Seller and its Affiliates or as otherwise required by Law, following the Closing Date, Buyer and its Affiliates (including the Acquired Companies) shall cease and discontinue all uses of the Seller Names and Marks, either alone or in combination with other words and all Trademarks or Internet domain names similar to any of the foregoing or embodying any of the foregoing alone or in combination with other words. The rights of the Acquired Companies to the Seller Names and trademarks listed Marks pursuant to the terms of any existing trademark agreements shall terminate on Schedule 15.2 heretothe Closing Date. (c) In accordance with the terms of the Transaction Agreements and on the date(s) specified therein, Buyer and its Affiliates (including the Acquired Companies) shall re-label, destroy, delete or exhaust all materials bearing the Seller Names and Marks, including signage, advertising, promotional materials, Software, packaging, inventory, electronic materials, collateral goods, stationery, business cards, websites and other materials (except to the extent any such materials must be retained to comply with applicable Laws or document retention notices issued by any Governmental Authority), and make all filings with any office, agency or body to effect the elimination of any use of the Seller Names and Marks from the businesses of the Acquired Companies, to the extent required to bring Buyer and its Affiliates into compliance with this Section 8.05. Thereafter, Buyer shall send a written statement to Seller verifying that it has re-labeled, destroyed, deleted or exhausted all materials bearing the Seller Names and Marks and shall send Seller representative samples of how Buyer is then using advertising and promotional materials that do not include Seller Names and Marks to the extent required by the foregoing sentence. Use of the Seller Names and Marks during any period(s) authorized by the Transaction Agreements shall (i) be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which Seller and its Affiliates used the Seller Names and Marks prior to Closing and (ii) comply with all graphic and other standards for use of the Seller Names and Marks in effect on the Closing Date or as the same may be amended by Seller following the Closing Date. Buyer shall take all necessary action to ensure that other users of the Seller Names and Marks, whose rights terminate upon the Closing pursuant to this Section 8.05, shall cease use of the Seller Names and Marks, except as expressly authorized thereafter by Seller. After the Closing Date, Purchaser Buyer and its Affiliates (including the Acquired Companies) shall not use expressly, or by implication, do business as or represent themselves as Seller or an Affiliate of Seller. (d) In the event Buyer or any Affiliate of Buyer (including any Acquired Company after the Closing) violates any of its obligations under this Section 8.05, Seller and its Affiliates may proceed against Buyer or its Affiliates at law or in equity for such damages or other relief as a court may deem appropriate. A violation of this Section 8.05 may cause Seller and its Affiliates irreparable harm, which may not be adequately compensated for by money damages. In the event of any actual or threatened violation of this Section 8.05, Seller and any of its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order and to seek preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any violations of this Section 8.05 without the necessity of posting a bond. (e) At the Closing, Buyer shall execute any necessary documentation in order to amend the organizational documents with respect to the Companies such that each of the Acquired Companies can effect a change in its name to a name not containing and not confusingly similar to any of the trade names, trademarks, service marks, logos or corporate names of Seller, Parent or any of their respective Affiliates, including, without, limitation, the trade names Seller Names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b). (b) From and Marks. Immediately after the Closing, Purchaser agrees not Buyer shall cause the Acquired Companies to use file the application documents to register a new trade name with each applicable Governmental Authority and take all other necessary action to fulfill its obligations set forth in this Section 8.05 as soon as reasonably practicable. (f) Buyer shall be permitted to prepare, at its sole expense, a trademark application to be filed with the United States Patent and Trademark Office consisting of the term “XXXXXXX” (the “Xxxxxxx Xxxx Application”) following the date hereof. Seller shall cooperate with Buyer in all reasonable respects in preparation of any forms such Xxxxxxx Xxxx Applications. Within five (5) Business Days following receipt by Seller of a written request to file the Xxxxxxx Xxxx Application, which notice shall include a final version of such application, Seller shall cause HLI or another Acquired Company designated by Buyer in such notice to provide such materials and execute all such documents reasonably necessary to file such application with the United States Patent and Trademark Office or to confirm ownership of the Xxxxxxx Xxxx Application following the Closing. Buyer shall promptly reimburse Seller and its Affiliates (including the Acquired Companies) for all costs and expenses incurred by any of them with respect to such cooperation and filing. Neither Seller nor any of its Affiliates (including the Acquired Companies) shall have any obligation to continue to prosecute the Xxxxxxx Xxxx Application or defend any challenge or other documents bearing any name Action with respect to such application (or logo of Seller or Parent or the name or logo of any Affiliate of Seller or Parent without the prior written consent of its subsequent registration) unless Buyer agrees in writing to pay and promptly reimburse Seller and Parentits Affiliates (including the Acquired Companies) for all costs and expenses they incur in connection therewith. Neither Seller nor any of its Affiliates (including the Acquired Companies) make any representations as to the availability, which consent may be denied registrability, non-infringement or given in Seller’s and Parent’s sole discretion. If such consent is given, Purchaser hereby agrees that all forms or other documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as enforceability of the party using the form or documentXxxxxxx Xxxx Application. Notwithstanding anything to the contrary contained hereinin this Agreement, the Xxxxxxx Xxxx Application shall be owned by Buyer or one of the Acquired Companies as successor to the business to which the Xxxxxxx Xxxx Application relates following Closing; provided, that the Xxxxxxx Xxxx Application shall not be considered Owned Intellectual Property for purposes of the representations and warranties of Seller hereby acknowledges and agrees that Purchaser may use the trade names, trademarks, service marks, logos and corporate names nor any of Seller, Parent and its and their respective Affiliates, (i) as required by applicable law or regulation Affiliates (including in connection with any required notices to customersthe Acquired Companies) and (ii) for one year following the Closing Date solely in connection with advertising, marketing and otherwise promoting Purchaser’s products and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) as replacements for Seller’s products and servicesset forth herein.

Trade Names and Trademarks. (a) Purchaser acknowledges and agrees that notwithstanding anything to Other than as contemplated in the contrary contained hereinTransaction Agreements, it hasBuyer is not purchasing, and following the Closing shall haveacquiring or otherwise obtaining any right, no ownership title or interest in or to any Intellectual Property owned by Seller or its Affiliates (other than the trade namesCompany), trademarksincluding the name “United Fire Group,” “UFG,” the interlocking U logo or any Trademark or Internet domain name related thereto or employing the words “United Fire Group,” “UFG,” the interlocking U logo or any variation of the foregoing or any confusingly similar Trademark or Internet domain name, service marks(including in any and all goodwill, logos registrations and applications relating thereto) (collectively, the “Seller Names and Marks”), and, except as otherwise expressly provided in any Transaction Agreement, neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall have any rights in the Seller Names and Marks and neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall contest the ownership or corporate names validity of Seller, Parent any rights of Seller or any of their respective Affiliatesits Affiliates in or to the Seller Names and Marks. Buyer hereby consents to Seller causing the Company to transfer all rights, includingtitle and interests in and to the Seller Names and Marks to Seller or any of its Affiliates prior to the Closing, without limitationand such transfer(s) shall not constitute a breach of any term or condition of this Agreement. (b) Except as otherwise provided in any Transaction Agreement, or in connection with historical, tax, employment or similar references to the trade Business, or for purposes of prospectus, capital raising or other financing transactions and similar disclosures as are necessary and appropriate to describe the historical relations of the Company and Seller and its Affiliates or as otherwise required by Law, following the Closing Date, Buyer and its Affiliates (including the Company) shall cease and discontinue all uses of the Seller Names and Marks, either alone or in combination with other words and all Trademarks or Internet domain names confusingly similar to any of the foregoing or embodying any of the foregoing alone or in combination with other words. The rights of the Company to the Seller Names and trademarks listed Marks pursuant to the terms of any existing trademark agreements shall terminate on Schedule 15.2 heretothe Closing Date. (c) Buyer shall use commercially reasonable efforts to ensure that other users of the Seller Names and Marks operating under the authority and control of the Company, whose rights terminate upon the Closing pursuant to this Section 8.05, shall cease use of the Seller Names and Marks, except as expressly authorized thereafter by Seller. After the Closing Date, Purchaser Buyer and its Affiliates (including the Company) shall not use any of the trade namesexpressly, trademarksor by implication, service marks, logos do business as or corporate names represent themselves as Seller or an Affiliate of Seller, Parent or any of their respective Affiliates, including, without, limitation, the trade names and trademarks listed on Schedule 15.2 hereto except as permitted pursuant to Section 15.2(b). (bd) From and In the event Buyer or any Affiliate of Buyer (including the Company after the Closing) materially violates any of its obligations under this Section 8.05, Purchaser agrees Seller and its Affiliates may proceed against Buyer or its Affiliates in law or in equity for such damages or other relief as a court may deem appropriate. A material violation of this Section 8.05 may cause Seller and its Affiliates irreparable harm, which may not be adequately compensated for by money damages. In the event of any actual material violation of this Section 8.05, Seller and any of its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order and to seek preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any violations of this Section 8.05 without the necessity of posting a bond. (e) From the Closing until the tenth (10th) anniversary of Closing, Seller shall not, directly or indirectly, use or do Competing Business, or allow any Affiliate to use or do Competing Business, or assist any forms Person in using or doing Competing Business, under the name and xxxx “United Life” (or any other documents bearing any name or logo of Seller or Parent or the xxxx confusingly similar to such name or logo of any Affiliate of Seller or Parent without the prior written consent of Seller and Parent, which consent may be denied or given in Seller’s and Parent’s sole discretion. If such consent is given, Purchaser hereby agrees that all forms or other documents to which such consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as the party using the form or document. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that Purchaser may use the trade names, trademarks, service marks, logos and corporate names of Seller, Parent and its and their respective Affiliates, (i) as required by applicable law or regulation (including xxxx when used in connection with any required notices to customers) and (ii) for one year following the Closing Date solely in connection with advertising, marketing and otherwise promoting Purchaser’s products and services (under Purchaser’s trademarks, trade names, service marks, logos and corporate names) as replacements for Seller’s products and servicesa Competing Business).