Trademark Matters. (a) The Buyer hereby grants to the Seller and its Affiliates (the "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 Section 5.15(a) of the Seller Disclosure Schedule, 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 PFI Business (the "PFI Marks”). This transitional license shall permit use of the PFI Marks solely as follows (except as set forth in the next sentence or in the Collateral Agreements):
(i) on existing packaging and labeling inventory for a period equal to the earlier of the exhaustion of such inventory or six (6) months and
(ii) on finished product inventory for such inventory’s shelf life (not to exceed eighteen (18) months), provided, however, that in the case of either (i) or (ii), such use shall be solely in the form and consistent with the manner in which such PFI Marks have heretofore been used in the PFI Business (such transition license, the "Transitional License”). In addition, the Seller agrees (A) to use its best efforts to obtain an order from the Bankruptcy Court in connection with the Sale Order changing its name from Pharmaceutical Formulations, Inc. to a name that does not include the words "Pharmaceutical Formulations” or words that are confusingly similar thereto and (B) to use the PFI Marks for administrative, corporate and legal use for no more than three (3) months after the Closing Date except to the extent reasonably necessary in the manner set forth in Section 5.15(a)(B) of the Seller Disclosure Schedule or for compliance with the notice or other requirements of the Bankruptcy Code or compliance with other Applicable Law. Notwithstanding the foregoing, the Buyer hereby agrees that the Seller may grant a sublicense under sub-sections (i) and (ii) above of this Transitional License with respect to certain of the PFI Marks set forth in Section 5.15(a)(B) of the Seller Disclosure Schedule (the "Transitional Sublicense”), to the purchaser(s) of the Seller’s other businesses. Any Transitional Sublicense shall become effective upon the closing date of the sale of the applicable business, and shall be in effect for the remainder of the transitional license period set forth above, as applicable. No other use of the PFI Marks shall be made by Licensees or sublicensees during the applica...
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. 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. 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 i. Section 2.3.1 of the Collaboration Agreement shall be deleted and replaced by the following:
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. (1) Seller has good and valid title to, and is the sole owner of, the Trademark in the United States for the goods with which the Trademark is used and the registration thereof is valid and subsisting and in full force and effect.
(2) Through the Closing Date, Seller shall cause Company to continue to use the Trademark on each and every trademark class of goods applicable to its operations in order to maintain the Trademark in full force and effect free from any claim of abandonment for nonuse and shall cause Company not to do any act or knowingly omit to do any act whereby the Trademark may become invalidated.
(3) Through the Closing Date, Seller shall take all necessary steps in any proceeding before the United States Patent and Trademark Office to maintain registration of the Trademark, including, without limitation, filing of renewals, extensions, affidavits of use and incontestability, and opposition, interference and cancellation proceedings. Through the Closing Date, Seller shall notify Buyer promptly in writing if the registration relating to the Trademark may become abandoned or dedicated or subject to an adverse final determination in any proceeding in the United States Patent and Trademark Office or any court regarding Company's ownership of the Trademark, its right to register same, or to keep or maintain the validity of same.
(4) Except as specifically set forth in SCHEDULE 7.W., the Trademark is free of any liens, claims or encumbrances; is not subject to any license (royalty bearing or royalty free) and is not subject to any other arrangement requiring any payment to any person or the obligation to grant rights to any person in exchange. Except as specifically set forth in SCHEDULE 7.W., the validity of the Trademark and title thereto: (i) have not been questioned in any pending litigation; and (ii) are not the subject(s) of any threatened or proposed litigation. Except as specifically set forth in SCHEDULE 7.W., after Due Inquiry, to Seller's knowledge the business of Company, as now conducted or currently proposed to be conducted, does not conflict with and has not been alleged to conflict with any patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of the Trademark. Except as specifically set forth in SCHEDULE 7.W., Seller does not know of any use by others of the Trademark.
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. 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 xxxx “Hydrozonix”, Hydrozonix may not file any application for any registration of a xxxx 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 xxxx 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.