Trademark Matters Sample Clauses
The 'Trademark Matters' clause governs the use, ownership, and protection of trademarks between the parties to an agreement. It typically outlines which party owns specific trademarks, the conditions under which one party may use the other's trademarks, and the obligations to maintain and protect trademark rights. For example, it may require prior written consent before using a trademark or specify how trademarks should be displayed in marketing materials. This clause ensures that trademark rights are respected and helps prevent unauthorized use or infringement, thereby protecting the value and reputation associated with the trademarks.
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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. (a) Except as expressly provided in this Section 5.10, any and all rights of the Acquired Companies to use the Retained Names shall terminate as of the Closing and shall immediately revert to Seller Parent and its Subsidiaries (other than the Acquired Companies), along with any and all goodwill associated therewith. Each of Buyer Parent and its Subsidiaries acknowledges that it has no rights or interests, and is not acquiring any rights or interests, directly or indirectly, through the Acquired Companies or otherwise, to use the Retained Names, except as expressly provided for in this Section 5.10. Without limiting the foregoing, except as expressly provided for in this Section 5.10, Buyer Parent shall not use any Trademark, Domain Name or trade name containing, incorporating, confusingly similar to or dilutive of, or that is a translation or transliteration of, part or all of any Retained Name in any jurisdiction in the world.
(b) For the avoidance of doubt, subject to Section 5.11(b), Seller Parent shall be free to file and obtain protection for any Trademarks that constitute Excluded Intellectual Property.
(c) Except as expressly provided in this Section 5.10, Seller Parent and its Subsidiaries (other than the Acquired Companies) shall not use or file any application or registration for any Trademark, Domain Name or trade name, containing, incorporating, confusingly similar to or dilutive of, or that is a translation or transliteration of, a Trade Name or any of the Transferred Intellectual Property or the Transferred Labeling and Marketing Materials anywhere in the world. Seller Parent further acknowledges that, as between the Parties, Buyer Parent and its Subsidiaries shall be free to file and obtain protection for any Intellectual Property in territories not covered by the Registered Intellectual Property and to exploit such Transferred Intellectual Property on a worldwide basis (except, for the sake of clarity, for the Retained Business).
(i) Effective upon (and subject to the occurrence of) the Closing, the Buyer Parties, on behalf of themselves and the Acquired Companies, grant to Seller Parent and its Subsidiaries, a non-exclusive, non-transferable, sublicenseable (subject to Section 5.10(c)(ii)), fully paid, perpetual license to use Trademarks included in the Transferred Intellectual Property that were used for the Spring Territory Rx Products and Seller Non-Spring Territory Products prior to Closing (“Licensed Trademarks”) solely in connection ...
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 "▇▇▇▇▇▇▇.▇▇▇" 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. 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 ▇▇▇▇ 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 i. Section 2.3.1 of the Collaboration Agreement shall be deleted and replaced by the following:
Trademark Matters. 11.15.1 Licensee acknowledges that Licensor is the sole and exclusive owner of the Product Trademark within and without the Territory. All goodwill resulting from use of the Product Trademark by Licensee shall at all times inure solely to the benefit of Licensor. Licensee agrees that Licensor shall have the exclusive right to apply for registration, and extensions thereof, of the Product Trademark with respect to any and all products and services. Licensee will not register or cause to be registered the Product Trademark or any ▇▇▇▇ confusingly similar thereto with any national, state or provincial or other governmental authority.
11.15.2 In order to insure the necessary supervision and control by Licensor over the content, quality, material and workmanship of the Licensed Products and other materials (including advertising) bearing or using the Product Trademark, Licensee will (i) comply with good trademark practice, (ii) cause the form and content of all labels to be used by Licensee displaying the Product Trademark to include indications of registration as may be required by the laws of the applicable portion of the Territory, (iii) wherever the Product Trademark appears to the public or the trade, whether on advertising or promotional material or otherwise, cause the Product Trademark to be in a form required by Licensor and (iv) publish, where necessary or appropriate to preserve and protect Licensor’s rights in and to the Product Trademark, Licensor’s ownership of the Product Trademark legibly and conspicuously when it is visible to the public or the trade, whether on advertising or promotional material or otherwise. Licensee will upon request furnish without charge to Licensor for approval, such approval not to be unreasonably withheld, representative samples of any materials bearing the Product Trademark. After the approval of Licensor has been obtained for such samples, Licensee shall not depart therefrom in any material respect without obtaining prior approval from Licensor, such approval not to be unreasonably withheld.
11.15.3 Licensee agrees that it will not at any time dispute or contest: (i) the validity of the Product Trademark and/or any registrations thereof, whether now existing or hereafter obtained, (ii) the exclusive ownership by Licensor, its successors or assigns, of the Product Trademark and/or of any registrations thereof, whether now existing or hereafter obtained, (iii) the exclusive ownership by Licensor of the present and futu...
Trademark Matters. 4 Section 4.1 Authorized Use of Marks....................... 4
Trademark Matters. Any and all uses of any of the Trademarks by Hydrozonix in the Field of Use shall inure solely to the benefit of the Manufacturer. The goods and services on or in connection with which any of the Trademarks are used shall substantially meet or exceed the quality of the corresponding goods and services provided by the Manufacturer and the Licensee prior to the date hereof. Hydrozonix shall provide such specimens of its use of the Trademarks as are reasonably requested by the Manufacturer or the Licensee from time to time. Except for the ▇▇▇▇ “Hydrozonix”, Hydrozonix may not file any application for any registration of a ▇▇▇▇ or for any domain name which consists in whole or in part of any of the Trademarks in its own name or in the name of an Affiliate, and may not and shall not allow any Affiliate to file any application for registration of any ▇▇▇▇ or domain name which includes or is confusingly similar to any of the following terms: Ecosphere, Ecosphere Energy, Ecosphere Energy Services, Ecosphere Technologies, Ecosbrine, EcosFrac and/or Ozonix.
Trademark Matters. 24 9.1 Licenses.....................................................................24