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Common use of Trademark Matters Clause in Contracts

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 shall be in effect for the remainder of the transitional license periods, as applicable. No other use of the Marks shall be made by Licensees or sublicensees during applicable transitional license periods without Purchaser's express written consent, such consent not to be unreasonably withheld or delayed. Any and all rights and goodwill arising from the use of the Marks by Licensees pursuant to this Transitional License, or their assigns pursuant to any Transitional Sublicense, shall inure solely to Purchaser's benefit. Licensees agree that neither Seller, nor any of its Affiliates, or sublicensees shall use, directly or indirectly, the Marks in any other way that suggests that there is a relation or affiliation between Licensees or 47 49 sublicensees and Purchaser or any of its Affiliates other than that as created by this Agreement, or as a trademark, service mark xx trade name for Licensees or sublicensees. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Licensees any right, title or interest in and to the Marks. Licensees shall and shall cause any sublicensees to assign to Purchaser, and do hereby assign to Purchaser, any rights they may acquire, if any, by the operation of law or otherwise, in the Marks pursuant to this Transitional License or any Transitional Sublicense. As between the parties, Purchaser shall have the sole right, and in its sole discretion, may commence, prosecute, defend and control any action concerning the Marks. (b) [Intentionally Omitted] (c) Each Seller agrees that it will not submit or seek confirmation of, and will oppose the confirmation of, any plan of reorganization or plan of liquidation that does not contain a provision providing that the name of such Seller, and each subsidiary of such Seller which has a name containing the word "Vlasic" or any word contained in any of the Marks other than words of general use, shall be changed to a name which does not include such words or a word that is confusingly similar to such words. Each Seller acknowledges that this Section 4.14(c) relates to a special, unique and extraordinary matter and that a violation of this Section 4.14(c) will cause Purchaser irreparable injury for which adequate remedies are not available at law. Each Seller agrees that Purchaser shall be entitled to equitable relief, including injunction, in the event of any breach of this Section 4.14(c) and that such Seller shall not oppose the granting of such relief.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vlasic Foods International Inc)

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Trademark Matters. (a) (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 "Vlasic 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 Vlasic Marks solely as follows (except as set 42 44 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 Vlasic Marks have heretofore been used by Stratford in its business the 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 from Vlasic Foods International Inc. 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 Vlasic 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 StratfordLaw. Notwithstanding the foregoing, Purchaser hereby permits agrees that Seller to may grant a sublicense in sub-sections (i) and (ii) of this Transitional License with respect to certain of the Vlasic Marks set forth on Exhibit 4.14(b) ("Transitional Sublicense"), to the purchaser(s) of StratfordSeller'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 periods, as applicable. No other use of the Vlasic Marks shall be made by Licensees or sublicensees during applicable transitional license periods without Purchaser's express written consent, such consent not to be unreasonably withheld or delayed. Any and all rights and goodwill arising from the use of the Vlasic Marks by Licensees pursuant to this Transitional License, or their assigns pursuant to any Transitional Sublicense, shall inure solely to Purchaser's benefit. Licensees agree that neither Seller, nor any of its Affiliates, or sublicensees shall use, directly or indirectly, the Vlasic Marks in any other way that suggests that there is a relation or affiliation between Licensees or 47 49 sublicensees and Purchaser or any of its Affiliates other than that as created by this Agreement, or as a trademark, service mark xx trade name for Licensees or sublicensees. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Licensees any right, title or interest in and to the Vlasic Marks. Licensees shall and shall cause any sublicensees to assign to Purchaser, and do hereby assign to Purchaser, any rights they may acquire, if any, by the operation of law or otherwise, in the Vlasic Marks pursuant to this Transitional License or any Transitional Sublicense. As between the parties, Purchaser shall have the sole right, and in its sole discretion, may commence, prosecute, defend and control any action concerning the Vlasic Marks. (b) [Intentionally Omitted] (c) Each Seller agrees that it will not submit or seek confirmation of, and will oppose the confirmation of, any plan of reorganization or plan of liquidation that does not contain a provision providing that the name of such Seller, and each subsidiary of such Seller which has a name containing the word "Vlasic" or any word contained in any of the Marks other than words of general use, shall be changed to a name which does not include such words or a word that is confusingly similar to such words. Each Seller acknowledges that this Section 4.14(c) relates to a special, unique and extraordinary matter and that a violation of this Section 4.14(c) will cause Purchaser irreparable injury for which adequate remedies are not available at law. Each Seller agrees that Purchaser shall be entitled to equitable relief, including injunction, in the event of any breach of this Section 4.14(c) and that such Seller shall not oppose the granting of such relief.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vlasic Foods International Inc)

Trademark Matters. (a) Purchaser 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 Exhibit 4.14 (aSection 5.15(a) attached heretoof 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 Marks solely for the purposes set forth in this Section 4.14. The transitional license shall permit use of the PFI Marks solely as follows (except as set forth in the next sentence): sentence or in the Collateral Agreements): (i) on existing packaging and labeling inventory of Stratford for a period equal to the earlier of the exhaustion of such inventory or 6 six (6) months and and (ii) on finished product inventory of Stratford for such inventory's shelf life (not to exceed 18 eighteen (18) months), provided provided, however, that in each 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 by Stratford in its business the PFI Business (such transition license, the "Transitional License"). In addition, each the Seller agrees (xA) 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) Order changing its name from Pharmaceutical Formulations, Inc. to a name which that does not include the word words "VlasicPharmaceutical Formulations" or any word contained in any of the Marks other than words of general use or a word that is are confusingly similar to the word "Vlasic" or any word contained in any of the Marks other than words of general use, thereto and (yB) 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 on Exhibit 4.14 (a)(xin 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 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 StratfordLaw. Notwithstanding the foregoing, Purchaser the Buyer hereby permits agrees that the Seller to may grant a sublicense in under sub-sections (i) and (ii) above of this Transitional License with respect to certain of the PFI Marks set forth on Exhibit 4.14(bin Section 5.15(a)(B) of the Seller Disclosure Schedule (the "Transitional Sublicense"), to the purchaser(s) of Stratford's 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 periodsperiod set forth above, as applicable. No other use of the PFI Marks shall be made by Licensees or sublicensees during the applicable transitional license periods without Purchaser's the Buyer’s express written consent, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned. Any and all rights and goodwill arising from the use of the PFI Marks by Licensees pursuant to this Transitional License, or their assigns sublicensees pursuant to any Transitional Sublicense, shall inure solely to Purchaser's the Buyer’s benefit. Licensees agree that neither the Seller, nor any of its Affiliates, or sublicensees shall use, directly or indirectly, the PFI Marks in any other way that suggests that there is a relation or affiliation between Licensees or 47 49 sublicensees and Purchaser the Buyer or any of its Affiliates other than that as created by this Agreement, or as a trademark, service mark xx xxxx or trade name for Licensees or sublicensees. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Licensees any right, title or interest in and to the PFI Marks. Licensees shall and shall cause any sublicensees to assign to Purchaserthe Buyer, and do hereby assign to Purchaserthe Buyer, any rights they may acquire, if any, by the operation of law or otherwise, in the PFI Marks pursuant to this Transitional License or any Transitional Sublicense. As between the parties, Purchaser the Buyer shall have the sole right, and in its sole discretion, may commence, prosecute, defend and control any action concerning the PFI Marks. (b) [Intentionally Omitted] (c) Each The Seller agrees that it will not submit or seek confirmation of, and will oppose the confirmation of, any plan of or reorganization or plan of liquidation that does not contain a provision providing that the name of such the Seller, and each subsidiary of such Seller which Subsidiary that has a name containing the word words "VlasicPharmaceutical" or any word contained in any of the Marks other than words of general useand "Formulations", shall be changed to a name which that does not include such words or a word any words that is are confusingly similar to such words. Each The Seller acknowledges that this Section 4.14(c5.15(b) relates to a special, unique and extraordinary matter and that a violation of this Section 4.14(c5.15(b) will cause Purchaser the Buyer irreparable injury for which adequate remedies are not available at law. Each The Seller agrees that Purchaser the Buyer shall be entitled to equitable relief, including injunction, in the event of any breach of this Section 4.14(c5.15 (b) and that such the Seller shall not oppose the granting of such relief.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pharmaceutical Formulations Inc)

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Trademark Matters. (a) Purchaser 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 Exhibit 4.14 (aSection 5.15(a) attached heretoof 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 Marks solely for the purposes set forth in this Section 4.14. The transitional license shall permit use of the PFI Marks solely as follows (except as set forth in the next sentence): sentence or in the Collateral Agreements): (i) on existing packaging and labeling inventory of Stratford for a period equal to the earlier of the exhaustion of such inventory or 6 six (6) months and and (ii) on finished product inventory of Stratford for such inventory's ’s shelf life (not to exceed 18 eighteen (18) months), provided provided, however, that in each 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 by Stratford in its business the PFI Business (such transition license, the "Transitional License"). In addition, each the Seller agrees (xA) 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) Order changing its name from Pharmaceutical Formulations, Inc. to a name which that does not include the word words "Vlasic" Pharmaceutical Formulations” or any word contained in any of the Marks other than words of general use or a word that is are confusingly similar to the word "Vlasic" or any word contained in any of the Marks other than words of general use, thereto and (yB) 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 on Exhibit 4.14 (a)(xin 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 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 StratfordLaw. Notwithstanding the foregoing, Purchaser the Buyer hereby permits agrees that the Seller to may grant a sublicense in under sub-sections (i) and (ii) above of this Transitional License with respect to certain of the PFI Marks set forth on Exhibit 4.14(bin Section 5.15(a)(B) of the Seller Disclosure Schedule (the "Transitional Sublicense"), to the purchaser(s) of Stratford's 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 periodsperiod set forth above, as applicable. No other use of the PFI Marks shall be made by Licensees or sublicensees during the applicable transitional license periods without Purchaser's the Buyer’s express written consent, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned. Any and all rights and goodwill arising from the use of the PFI Marks by Licensees pursuant to this Transitional License, or their assigns sublicensees pursuant to any Transitional Sublicense, shall inure solely to Purchaser's the Buyer’s benefit. Licensees agree that neither the Seller, nor any of its Affiliates, or sublicensees shall use, directly or indirectly, the PFI Marks in any other way that suggests that there is a relation or affiliation between Licensees or 47 49 sublicensees and Purchaser the Buyer or any of its Affiliates other than that as created by this Agreement, or as a trademark, service mark xx xxxx or trade name for Licensees or sublicensees. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Licensees any right, title or interest in and to the PFI Marks. Licensees shall and shall cause any sublicensees to assign to Purchaserthe Buyer, and do hereby assign to Purchaserthe Buyer, any rights they may acquire, if any, by the operation of law or otherwise, in the PFI Marks pursuant to this Transitional License or any Transitional Sublicense. As between the parties, Purchaser the Buyer shall have the sole right, and in its sole discretion, may commence, prosecute, defend and control any action concerning the PFI Marks. (b) [Intentionally Omitted] (c) Each The Seller agrees that it will not submit or seek confirmation of, and will oppose the confirmation of, any plan of or reorganization or plan of liquidation that does not contain a provision providing that the name of such the Seller, and each subsidiary of such Seller which Subsidiary that has a name containing the word words "Vlasic" or any word contained in any of the Marks other than words of general usePharmaceutical” and "Formulations”, shall be changed to a name which that does not include such words or a word any words that is are confusingly similar to such words. Each The Seller acknowledges that this Section 4.14(c5.15(b) relates to a special, unique and extraordinary matter and that a violation of this Section 4.14(c5.15(b) will cause Purchaser the Buyer irreparable injury for which adequate remedies are not available at law. Each The Seller agrees that Purchaser the Buyer shall be entitled to equitable relief, including injunction, in the event of any breach of this Section 4.14(c5.15 (b) and that such the Seller shall not oppose the granting of such relief.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Pharmaceutical Formulations Inc)

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