Trademark Phase Out Sample Clauses

Trademark Phase Out. (a) As soon as reasonably practicable after the Distribution, but in no event later than twelve (12) months after the Distribution Time, VS shall and shall cause its Subsidiaries to (i) cease any and all use of the L Brands Names and Marks and (ii) destroy, conceal, cover, redact, replace or remove the L Brands Names and Marks from any and all VS Assets and any other assets and materials under their possession or control bearing such L Brands Names and Marks. VS acknowledges and agrees that, during the 12-month period set forth in this Section 4.12(a), VS shall only use the L Brands Names and Marks in substantially the same manner as such L Brands Names and Marks were used by L Brands and its Subsidiaries prior to the Distribution Time. Any and all goodwill resulting from the VS Group’s use of the L Brands Names and Marks shall inure solely to the benefit of L Brands. (b) As soon as reasonably practicable after the Distribution, but in no event later than six (6) months after the Distribution Time, VS shall and shall cause its Subsidiaries to take any and all actions necessary (including the filing of amended organizational documents and any other required documentation with the relevant Governmental Authorities) to initiate a change to the corporate name, “doing business as” name, trade name and any other similar corporate identifier of VS and its Subsidiaries to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any L Brands Names and Marks or any name confusingly similar to any L Brands Names and Marks, including “Limited,” “Limited Brands,” “LB,” “Bath & Body Works” or “BBW.” (c) VS agrees that (i) the L Brands Name and Marks are, as of the date of this Agreement, and shall continue to be following the Distribution Time, owned by L Brands or a Subsidiary of L Brands, as applicable, (ii) no member of the VS Group has any rights in, and shall not use in any manner, any of the L Brands Names and Marks following the twelve (12)-month period set forth in Section 4.12(a) and (iii) no member of the VS Group shall contest the ownership, enforceability or validity of any rights of L Brands and its Subsidiaries in or to any of the L Brands Names and Marks. (d) As soon as reasonably practicable after the Distribution, but in no event later than twelve (12) months after the Distribution Time, L Brands shall and shall cause its Subsidiaries to (i) cease any and all use of the VS Trademarks and (ii)...
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Trademark Phase Out. (a) Except as expressly provided in the Trademark License Agreement or any Post-Distribution Commercial Agreement, as soon as reasonably practicable, but in any event within one hundred eighty (180) days, following the Distribution Time, AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the members of the AOUT Group to, cease any and all use of the SWBI Names and Marks and remove, conceal, cover, redact, and/or replace the SWBI Names and Marks from any and all AOUT Assets and any other assets and materials under their possession or control bearing such SWBI Names and Marks. (b) Except as expressly provided in any Post-Distribution Commercial Agreement, as soon as reasonably practicable, but in any event within one hundred eighty (180) days, following the Distribution Time, SWBI shall, and shall, to the fullest extent permitted by Applicable Law, cause the members of the SWBI Group to, cease any and all use of the AOUT Names and Marks and remove, conceal, cover, redact, and/or replace the AOUT Names and Marks from any and all SWBI Assets and any other assets and materials under their possession or control bearing such AOUT Names and Marks.
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Trademark Phase Out. (a) Except as expressly provided in the VF License Agreement, as soon as reasonably practicable, but in any event within one hundred eighty (180) days, following the Distribution Time (the “Phase Out Period”), Kontoor Brands shall, and shall cause its Subsidiaries to, cease any and all use of the VF Names and Marks and remove, conceal, cover, redact and/or replace the VF Names and Marks from any and all Kontoor Brands Assets and any other assets and materials under their possession or control bearing such VF Names and Marks. (b) Kontoor Brands shall use commercially reasonable efforts to cause its Subsidiaries to adopt new corporate names that do not contain or consist of, in whole or in part, the VF Names and Marks (and provide VF with written evidence thereof) as soon as reasonably practicable following the Distribution Time, but in any event no later than eighteen (18) months thereafter.
Sample 1Sample 2Sample 3See All (4)
Trademark Phase Out. (a) As soon as reasonably practicable, but in any event within one hundred eighty (180) days, following the Distribution Time, Loyalty Ventures shall, and shall cause its Subsidiaries to, cease any and all use of the ADS Names and Marks and remove, conceal, cover, redact and/or replace the ADS Names and Marks from any and all Loyalty Ventures Assets and any other assets and materials under their possession or control bearing such ADS Names and Marks. (b) As soon as reasonably practicable, but in any event within one hundred eighty (180) days, following the Distribution Time, ADS shall, and shall cause its Subsidiaries to, cease any and all use of the Loyalty Ventures Names and Marks and remove, conceal, cover, redact and/or replace the Loyalty Ventures Names and Marks from any and all ADS Assets and any other assets and materials under their possession or control bearing such Loyalty Ventures Names and Marks.
Sample 1Sample 2Sample 3
Trademark Phase Out. Except as provided for in any Related Document, on or before March 31, 2026, Purchaser shall cause the Company to (a) remove delete or destroy all references to Veritone and Veritone One marks and names (and any associated logos or derivations thereof) (the “Phase Out Marks”) appearing on any business, marketing, advertising or other materials or social media accounts of the Company in its possession or in use by or for the Company, including any Internet or electronic use, (b) permanently cease all use of the Phase Out Marks in any communication in any media, including communications with partners, vendors, employees, customers or prospective partners or vendors, and including communication via websites, e-mails, brochures, print and electronic media, and on any materials or social media accounts used by or for the Company or that are otherwise related to the business and (c) change the name of the Company to remove the Phase Out Marks, including causing its certificate of incorporation and bylaws to be amended to remove any references thereto. Purchaser shall not, and shall cause its Affiliates to not, use the Phase Out Marks in any manner that may dilute, damage, impart, or tarnish the reputation of the Phase Out Marks or the goodwill associated with the Phase Out Marks.
Sample 1
Trademark Phase Out. Seller acknowledges and agrees that, as between Seller and the Group Companies, the Group Companies shall have sole and exclusive ownership of the SHOP xxxx. Seller shall, and shall cause each other member of Seller and Seller Related Parties to, promptly after Closing (but in any event within thirty (30) days after the Closing), (i) cause each of its Affiliates whose corporate, trade or other names include the SHOP xxxx, as applicable, to change its name to remove the SHOP xxxx from such name and (ii) cease and discontinue use of the SHOP xxxx by Seller and Seller Related Parties, including removal of the SHOP xxxx from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets.
Sample 1
Trademark Phase Out. As soon as reasonably practicable (and in any event within six months after the Closing Date), Buyer shall (and shall cause the (i) cease any and all use of the Seller Names and Marks, (ii) cause each of its Affiliates whose corporate, trade or other names include any of the Seller Names and Marks to change its name to remove such Seller Names and Marks from such name and (iii) remove, conceal, cover, redact and/or replace such Seller Names and Marks from any and all Purchased Assets and any other assets and materials under the control or possession of the Purchased Companies that contain the Seller Names and Marks (it being understood that (1) Buyer and the Purchased Companies shall be permitted to sell any inventory of products of the Business existing as of the Closing Date to the extent bearing the Seller Names and Marks as of the Closing Date for the shorter of three additional months or until such inventory is depleted (and in any event no longer than nine months after the Closing Date) and (2) nothing herein shall prevent, restrict or otherwise limit Buyer or the Purchased Companies from (A) stating the historical relationship between the Business and Seller for informational purposes (and in a non-trademark manner) and with reasonable notices, indications or legends indicating that Seller and its Affiliates are no longer affiliated with the Business, or (B) making any use of the Seller Names and Marks that (x) would constitute “fair use” or otherwise not be prohibited under Applicable Law if such use were made by a third party, or (y) is otherwise required under Applicable Law).
Sample 1
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Trademark Phase Out. (a) Effective as of immediately prior to the Contribution, subject to the terms and conditions of this Section 2.05, VF, on behalf of itself and its Affiliates, hereby grants to Licensee and the other members of the Kontoor Brands Group a limited, non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable license to use the VF Names and Marks (i) for a period of eighteen (18) months (the “VF Outlets License Period”), but solely on the signage for the VF outlets business which bear such VF Names and Marks as of the Distribution Time and (ii) for a period of thirty-six (36) months (the “Inventory License Period”), but solely to sell off any inventory existing as of the Distribution Time or manufactured during the Phase Out Period to the extent bearing such VF Names and Marks (“Existing VF Inventory”) (collectively, the licenses granted pursuant to this Section 2.05(a), the “Transitional Licenses”). Any use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to this Section 2.05 shall be (A) in a manner substantially similar to the use of such VF Names and Marks as of immediately prior to the Distribution Time, (B) subject to any style or other usage guidelines in effect as of the Distribution Time or as VF may provide to Licensee from time to time and (C) to the extent that such VF Names and Marks were used by VF and its Affiliates (including, for the avoidance of doubt, Licensee and the other members of the Kontoor Brands Group) as of immediately prior to the Distribution Time in connection with products (including Existing VF Inventory), services and other materials, used in connection with such products, services and other materials of at least the same or higher quality with respect thereto. (b) During the VF Outlets License Period, any VF outlet stores bearing the VF Names and Marks shall be managed and maintained in a manner consistent with such practices as of immediately prior to the Distribution Time (including by offering a comparable quality and mix of products at comparable prices as offered immediately prior to the Distribution Time). If Licensee or any other member of the Kontoor Brands Group desires to use the VF Names and Marks on the signage for the VF outlets business beyond the VF Outlets License Period, Licensee or such member of the Kontoor Brands Group shall provide VF with written notice no later than six (6) months prior to the expiration of the VF Outlets License Perio...
Sample 1
Trademark Phase Out. As soon as reasonably practicable following the Closing Date (and in any event, within thirty days of the Closing Date), Rome shall, and shall cause each member of the Rome Group, to cease any and all use of the Telavant Trademarks. Notwithstanding the foregoing, nothing herein shall prevent or restrict the Rome Group from using the Telavant Trademarks following the Closing Date: (a) as required by applicable Law or Order, including those incident to the listing of securities on a stock exchange or governing disclosure of publicly traded companies in the United States; or (b) on its website or other public-facing documents or other materials, in each case as reasonably necessary to accurately describe the Rome Group’s historical relationship with the Company Group.
Sample 1

Related to Trademark Phase Out

  • Trademark Use (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark xx connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor. (b) Vendor acknowledges that the Reseller Trademarks are trademarks owned solely and exclusively by Reseller, and agrees to use the Reseller Trademarks only in the form and manner and with appropriate legends as prescribed by Reseller. Vendor agrees not to use any other trademark or service mark xx connection with any of the Reseller Trademarks without prior written approval of Reseller. All use of Reseller Trademarks shall inure to the benefit of Reseller. (c) Reseller shall indemnify and hold Vendor harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Vendor that may arise from Reseller's improper or unauthorized replication, packaging, marketing, distribution, or installation of the Software, including claims based on representations, warranties, or misrepresentations made by Reseller. (d) BOTH PARTIES LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESELLER STATES AND VENDOR ACKNOWLEDGES THAT THE BENEFITS OF THIS AGREEMENT ARE A MATERIAL INDUCEMENT TO RESELLER TO ENTER INTO THE CO-HOSTING AGREEMENT AND, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY VENDOR FOR AN ALLEGED MATERIAL RESELLER BREACH WHICH IS HELD NOT TO BE A MATERIAL BREACH IN FACT, THE COURT SHALL CONSIDER IN ASSESSING DAMAGES HEREUNDER THE CO-HOSTING FEES AND ANY AMOUNTS PAID BY ANY SUCCESSOR THIRD PARTY SITE MANAGER FOR THE RIGHT TO PERFORM SIMILAR WEB SITE SERVICES FOR VENDOR WITHIN ONE YEAR OF THE TERMINATION.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Trademark This License does not grant permission to use trade names, trademarks, services marks, logos or names of the Licensor, except as required for reasonable and customary use in describing the origin of the Software and as reasonable necessary to comply with the obligations of this License (e.g. by reproducing the content of the notices). For the avoidance of doubt, upon Distribution of Modifications You must not use the Licensor’s or ESA’s trademarks, names or logos in any way that states or implies, or can be interpreted as stating or implying, that the final product is endorsed or created by the Licensor or ESA.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Copyright/Trademark/Patent Consultant understands and agrees that all matters produced under this Agreement shall become the property of District and cannot be used without District's express written permission. District shall have all right, title and interest in said matters, including the right to secure and maintain the copyright, trademark and/or patent of said matter in the name of the District. Consultant consents to use of Consultant's name in conjunction with the sale, use, performance and distribution of the matters, for any purpose and in any medium.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Trademark Rights Any and all past, present or future rights in, to and ---------------- associated with the Trademarks throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or associated with the Trademark Registrations; the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of the Assignor or the Agent for any and all past, present and future infringements or dilution of or any other damages or injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury; and the Trademark License Rights.

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