Trademark Matters. (a) Purchaser hereby grants to Seller and its Affiliates ("Licensees"), effective upon the Closing Date, a non-transferable, non-exclusive, royalty free worldwide transitional right and license to use the Trademarks set forth on Exhibit 4.14 (a) attached hereto, together with all slogans, logos, designs and trade dress associated therewith, which are, in each case, in existence at Closing and currently being used in the conduct of the Business (the "Marks"). This transitional license shall permit use of the Marks solely for the purposes set forth in this Section 4.14. The transitional license shall permit use of the Marks solely as follows (except as set forth in the next sentence): (i) on existing packaging and labeling inventory of Stratford for a period equal to the earlier of the exhaustion of such inventory or 6 months and (ii) on finished product inventory of Stratford for such inventory's shelf life (not to exceed 18 months), provided however, that in each case of (i) or (ii), such use shall be solely in the form and consistent with the manner in which such Marks have heretofore been used by Stratford in its business (the "Transitional License"). In addition, each Seller agrees (x) to use its best efforts to obtain an order from the Bankruptcy Court in connection with the Sale Hearing (as defined in Section 4.16) changing its name to a name which does not include the word "Vlasic" or any word contained in any of the Marks other than words of general use or a word that is confusingly similar to the word "Vlasic" or any word contained in any of the Marks other than words of general use, and (y) to use the Marks for administrative, corporate and legal use for no more than three months after the Closing Date except to the extent reasonably necessary in the manner set forth on Exhibit 4.14 (a)(x) or for compliance with the notice or other requirements of the Bankruptcy Code or compliance with other Applicable Law or to use the Marks for administrative, corporate and legal use for no more than 12 months to the extent necessary to sell the business of Stratford. Notwithstanding the foregoing, Purchaser hereby permits Seller to grant a sublicense in sub-sections (i) and (ii) of this Transitional License with respect to certain of the Marks set forth on Exhibit 4.14(b) ("Transitional Sublicense"), to the purchaser(s) of Stratford's businesses. Any Transitional Sublicense shall become effective upon the closing date of the sale of the applicable business, and...
Trademark Matters. The Company shall have demonstrated in a manner reasonably satisfactory to Buyer that it owns and has the right to use and register the trademarks "Xxxxxxx.xxx" and "Outpost."
Trademark Matters. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.
Trademark Matters i. Section 2.3.1 of the Collaboration Agreement shall be deleted and replaced by the following:
Trademark Matters. 2.2.1 Licensee acknowledges Citius’s exclusive ownership of the Trademark and that use of any of the Trademark by Licensee shall inure to the sole benefit of Citius. Licensee shall not do or suffer to be done any act or thing inconsistent with such ownership and shall not acquire or claim or assist third parties in acquiring or claiming any title in or to the Trademark by virtue of this Agreement or through Licensee’s use of the Trademark. In addition, Licensee hereby covenants that it shall not directly or indirectly undertake any action that in any manner might question, contest, challenge, infringe or impair the validity, enforceability, scope of rights or title of Citius in the Trademark at any time during the term of this Agreement and thereafter.
2.2.2 Licensee agrees to reasonably cooperate with Citius in the prosecution, maintenance and/or renewal of any trademark or service xxxx application that Citius may desire to file with respect to the Trademark in the Territory or anywhere in the world. Licensee shall not attempt to register the Trademark in its own name.
2.2.3 Licensee shall use the Trademark only in a manner and form: (i) designed to maintain the good will and reputation of the Trademark for high quality; (ii) that protects Citius’s ownership interest therein; and (iii) that complies with all Applicable Laws, including without limitation all applicable trademark laws, rules and regulations.
2.2.4 Citius shall have the right, but not the obligation, in its sole and absolute discretion to prosecute or defend, at its own expense, all suits involving the Trademark and related trademark rights of Citius anywhere in the world, and to take any action that it deems desirable or necessary for the protection thereof. At Citius’s discretion, it may do so in its name, in the name of Licensee, or in the name of both of them, and Licensee shall claim no rights against Citius as a result of any such action. Licensee shall notify Citius promptly of any possible infringement of, or unfair competition affecting, the Trademark that comes to the attention of Licensee. If Citius decides to take affirmative action against any such possible infringement or acts of unfair competition, Licensee agrees to reasonably assist Citius. Recovery of costs or damages resulting from any such action shall be shared equally by the parties after Citius recovers all costs incurred in connection with such action.
2.2.5 With respect to third party infringements, dilution, counter...
Trademark Matters. (a) Except as specifically provided in this Section 7.15, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by Seller or any of its Affiliates (other than the Company and the Transferred Subsidiaries), including in or to the Seller Trademarks.
(b) Within thirty (30) days following the Closing Date, Purchaser shall cause each of Company and its Affiliates (which, as of and after the Closing, shall include the Company and the Transferred Subsidiaries) to make all filings necessary to (i) change its corporate name to a name that does not contain any Seller Trademarks, and (ii) withdraw all its fictitious name filings and “doing business as” filings for any name that contains any Seller Trademarks. Purchaser shall provide Seller with any additional information, documents and materials that Seller may reasonably request to evidence the filings described in clauses (i) and (ii).
(c) Purchaser shall, and shall cause its Affiliates (which, as of and after the Closing, shall include the Company and the Transferred Subsidiaries) to cease and discontinue all uses of the Seller Trademarks; provided, however, that the Company and the Transferred Subsidiaries may, during the ninety (90) day period immediately after the Closing, continue to use the Seller Trademarks on signage, stationery, forms, and marketing and informational materials, to the extent such items exist and are in the possession of the Company or its Affiliates as of the Closing, in the same manner as used by the Company and the Transferred Subsidiaries as of Closing. For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates from using or referencing any Seller Trademarks in a manner that would constitute “fair use” under applicable Law if such use were made by a third party (including, for the avoidance of doubt, in any materials or documents to indicate Seller’s or any Seller’s Affiliate’s historic or factual relationship to the Company and the Transferred Subsidiaries in a manner that would constitute “fair use” under applicable Law if such use were made by a third party).
(d) Purchaser hereby irrevocably and unconditionally covenants, and will cause its Subsidiaries (which, as of and after the Closing, shall include the Company and the Transfe...
Trademark Matters. 4 Section 4.1 Authorized Use of Marks....................... 4
Trademark Matters. 9.01 HydroFlo shall not have any right to use, and hereby covenants and agrees not to use, within and without the Territory, Agisa's trademarks relating to the Products, whether now in existence or developed in the future, and in particular the trademark "Agisa" and "Aquatex", in promoting the sales of the Products in the Territory.
Trademark Matters. Within thirty (30) Business Days following the Closing Date, Parent shall cause each of the Oceanbulk Companies to cease any use of the name “Oceanbulk” as a trademark or indication of source; provided, however, that each of Oceanbulk Shipping and Oceanbulk Carriers shall have the perpetual and irrevocable right to use the name “Oceanbulk” in their corporate names in a manner consistent with the way such name is used as of the Closing Date and in a manner consistent with corporate and business name purposes.
Trademark Matters. 24 9.1 Licenses.....................................................................24
