Common use of Trademark Phase Out Clause in Contracts

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) destroy, conceal, cover, redact, replace or remove any and all VS Trademarks from any and all L Brands Assets and any other assets and materials under their possession or control bearing such VS Trademarks. L Brands acknowledges and agrees that, during the 12-month period set forth in this Section 4.12(d), L Brands shall only use the VS Trademarks in substantially the same manner as such VS Trademarks were used by L Brands and its Subsidiaries prior to the Distribution Time. Any and all goodwill resulting from the L Brands Group’s use of the VS Trademarks shall inure solely to the benefit of VS. (e) As soon as reasonably practicable after the Distribution, but in no event later than six (6) months after the Distribution Time, L Brands 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 or any other similar corporate identifier of each Subsidiary of L Brands to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any VS Trademarks. (f) L Brands agrees that (i) the VS Trademarks are, as of the date of this Agreement, and shall continue to be following the Distribution Time, owned by VS or a Subsidiary of VS, as applicable, (ii) no member of the L Brands Group has any rights in, and shall not use in any manner, any of the VS Trademarks following the twelve (12)-month period set forth in Section 4.12(d) and (iii) no member of the L Brands Group shall contest the ownership, enforceability or validity of any rights of VS and its Subsidiaries in or to any of the VS Trademarks. (g) Notwithstanding the foregoing, nothing in this Section 4.12 shall be construed as prohibiting either Party from making any use of the other Party’s Trademarks to the extent such use constitutes “fair use” under Applicable Law.

Trademark Phase Out. (a) As soon Effective as reasonably practicable after of immediately prior to the DistributionContribution, subject to the terms and conditions of this Section 2.04, 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 twenty-four (24) months (the “VF Outlets License Period”), but in no event later than twelve (12) months after solely on the signage for the VF outlets business which bear such VF Names and Marks as of the Distribution Time, VS (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”) and (iii) unless and until terminated pursuant to Section 2.04(e), solely in connection with (A) the continued public display, use and other exploitation of Advertising Materials to the extent included in the Kontoor Brands Asset and containing products bearing any such VF Names and Marks as of the Distribution Time and (b) the creation, modification, public display, use and other exploitation of new Advertising Materials incorporating products bearing any such VF Names and Marks following the Distribution Time (the license granted pursuant to this Section 2.04(c)(iii), the “Advertising Materials License” and (collectively, the licenses granted pursuant to this Section 2.05(a), the “Transitional Licenses”). (b) Any use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to this Section 2.04 shall and shall cause its Subsidiaries to be (i) cease any and all in a manner substantially similar to the use of the L Brands such VF Names and Marks and as of immediately prior to the Distribution Time, (ii) destroy, conceal, cover, redact, replace subject to any style or remove other usage guidelines in effect as of the L Brands Names Distribution Time or as VF may provide to Licensee from time to time and Marks from any and all VS Assets and any other assets and materials under their possession or control bearing (iii) to the extent that 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 VF Names and Marks were used by L Brands VF and its Subsidiaries 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. (c) 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 Period (it being understood that after the receipt of such notice, VF and Licensee or the applicable member of the Kontoor Brands Group shall negotiate in good faith an arms-length, non-exclusive, royalty-bearing trademark license agreement, not to exceed an additional eighteen (18) months beyond the expiration of the VF Outlets License Period). Pursuant to such trademark license agreement, Licensee or the applicable member of the Kontoor Brands Group shall pay VF a royalty of two percent (2%) of the net sales of any VF outlets stores bearing the VF Names and Marks. The trademark license agreement shall also contain such other terms as are customary to an arms-length commercial agreement of its nature, including with respect to VF’s quality control, auditing and approval rights, termination provisions and Licensee’s (or the applicable member of the Kontoor Brands Group’s) recordkeeping and indemnification obligations. (d) Notwithstanding anything herein to the contrary, Licensee and the other members of the Kontoor Brands Group shall use commercially reasonable efforts to sell off any Existing VF Inventory as promptly as practicable following the Distribution Time, and in any prior to the expiration of the Inventory License Period. Every six (6) months during the Inventory License Period, Licensee shall provide VF with a written report setting forth in detail (i) the amount of Existing VF Inventory sold during the previous six (6) months and (ii) the amount of Existing VF Inventory remaining in stock (it being understood that, so long as VF is reasonably satisfied that Licensee and the other members of the Kontoor Brands Group are exercising commercially reasonable efforts to sell off any such Existing VF Inventory during the initial Inventory License Period, in the event that the Existing VF Inventory has not been exhausted by end of such Inventory License Period, if requested in writing by Licensee, the Inventory License Period may be extended by up to an additional two (2) years upon VF’s prior written consent, which shall not be unreasonably withheld). (e) Notwithstanding anything herein to the contrary, VF may terminate the Advertising Materials License in its sole discretion upon (30) days’ prior written notice to Licensee. Upon any such termination of the Advertising Materials License, Licensee shall, and shall cause the other members of the Kontoor Brands Group to, cease any and all uses of the VF Names and Xxxx in connection with Advertising Materials as promptly as reasonably practicable, and in any event within thirty (30) days of receiving such written notice; provided that, for the avoidance of doubt, Licensee and the other members of the Kontoor Brands Group may continue to use any Advertising Materials existing at the time of such termination so long as that any and all VF Names and Marks used in connection with such Advertising Materials are relabeled, covered, struck over, or otherwise removed therefrom so as not to be visible, displayed or otherwise used on such Advertising Materials. (f) VF shall have the right to inspect the use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to the Transitional Licenses to ensure compliance with the requirements of this Section 2.04. In the event that VF finds, in its sole discretion, that any such use deviates from such requirements, Licensee or the applicable member of the Kontoor Brands Group shall, as promptly as practicable, take all necessary steps to correct such non-conforming use of the VF Names and Marks. Upon termination of the VF Outlets License Period or the Inventory License Period, as applicable, all corresponding rights of Licensee and the other members of the Kontoor Brands Group to use the VF Names and Marks shall automatically terminate, and Licensee and the other members of the Kontoor Brands Group shall immediately cease such use of the VF Names and Marks. (g) Licensee, on behalf of itself and the other members of the Kontoor Brands Group, acknowledges and agrees that neither Licensee nor any other member of the Kontoor Brands Group shall (i) except as expressly set forth in this Section 2.04, have any rights in or to any of the VF Names and Marks or (ii) contest the validity of any of the VF Names and Marks or VF’s or its Affiliates’ ownership rights therein or thereto. Any and all goodwill resulting from generated by the VS Group’s use of the L Brands VF Names and Marks under this Section 2.04 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 VF and shall cause its Subsidiaries to take any and all actions necessary (including the filing of amended organizational documents and Affiliates. Neither Licensee nor any other required documentation with member of the relevant Governmental Authorities) to initiate a change to Kontoor Brands Group shall use 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 VF Names and Marks in any manner that may harm, damage, disparage, challenge, bring into disrepute, impair or tarnish the reputation or goodwill associated with VF or any name confusingly similar to any L Brands Names and Marksof its Affiliates, 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 VF 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) destroy, conceal, cover, redact, replace or remove any and all VS Trademarks from any and all L Brands Assets and any other assets and materials under their possession or control bearing such VS Trademarks. L Brands acknowledges and agrees that, during the 12-month period set forth in this Section 4.12(d), L Brands shall only use the VS Trademarks in substantially the same manner as such VS Trademarks were used by L Brands and its Subsidiaries prior to the Distribution Time. Any and all goodwill resulting from the L Brands Group’s use of the VS Trademarks shall inure solely to the benefit of VS. (e) As soon as reasonably practicable after the Distribution, but in no event later than six (6) months after the Distribution Time, L Brands 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 or any other similar corporate identifier of each Subsidiary of L Brands to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any VS Trademarks. (f) L Brands agrees that (i) the VS Trademarks are, as of the date of this Agreement, and shall continue to be following the Distribution Time, owned by VS or a Subsidiary of VS, as applicable, (ii) no member of the L Brands Group has any rights in, and shall not use in any manner, any of the VS Trademarks following the twelve (12)-month period set forth in Section 4.12(d) and (iii) no member of the L Brands Group shall contest the ownership, enforceability or validity of any rights of VS and its Subsidiaries in or to any of the VS Trademarks. (g) Notwithstanding the foregoing, nothing in this Section 4.12 shall be construed as prohibiting either Party from making any use of the other Party’s Trademarks to the extent such use constitutes “fair use” under Applicable Law.

Trademark Phase Out. (a) As soon as reasonably practicable after Subject to the Distributionterms and conditions of this Section 2.04, 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 twenty-four (24) months (the “VF Outlets License Period”), but in no event later than twelve (12) months after solely on the signage for the VF Outlets business which bear such VF Names and Marks as of the Distribution Time, VS (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 within one hundred eight (180) days following the Distribution Time, in each case to the extent bearing such VF Names and Marks (“Existing VF Inventory”) and (iii) unless and until terminated pursuant to Section 2.04(e), solely in connection with (A) the continued public display, use and other exploitation of Advertising Materials to the extent included in the Kontoor Brands Assets and containing products bearing any such VF Names and Marks as of the Distribution Time and (B) the creation, modification, public display, use and other exploitation of new Advertising Materials incorporating products bearing any such VF Names and Marks following the Distribution Time (the license granted pursuant to this Section 2.04(a)(iii), the “Advertising Materials License” and collectively, the licenses granted pursuant to this Section 2.04(a), the “Transitional Licenses”). (b) Any use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to this Section 2.04 shall and shall cause its Subsidiaries to be (i) cease any and all in a manner substantially similar to the use of the L Brands such VF Names and Marks and as of immediately prior to the Distribution Time, (ii) destroy, conceal, cover, redact, replace subject to any style or remove other usage guidelines in effect as of the L Brands Names Distribution Time or as VF may provide to Licensee from time to time and Marks from any and all VS Assets and any other assets and materials under their possession or control bearing (iii) to the extent that 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 VF Names and Marks were used by L Brands VF and its Subsidiaries 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 or other materials, used in connection with such products, services or other materials of at least the same or higher quality with respect thereto. (c) 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 Period (it being understood that after the receipt of such notice, VF and Licensee or the applicable member of the Kontoor Brands Group shall negotiate in good faith an arms-length, non-exclusive, royalty-bearing trademark license agreement, not to exceed an additional eighteen (18) months beyond the expiration of the VF Outlets License Period). Pursuant to such trademark license agreement, Licensee or the applicable member of the Kontoor Brands Group shall pay VF a royalty of two percent (2%) of the net sales of any VF Outlets stores bearing the VF Names and Marks. The trademark license agreement shall also contain such other terms as are customary to an arms-length commercial agreement of its nature, including with respect to VF’s quality control, auditing and approval rights, termination provisions and Licensee’s (or the applicable member of the Kontoor Brands Group’s) recordkeeping and indemnification obligations. (d) Notwithstanding anything herein to the contrary, Licensee and the other members of the Kontoor Brands Group shall use commercially reasonable efforts to sell off any Existing VF Inventory as promptly as practicable following the Distribution Time, and in any event prior to the expiration of the Inventory License Period. Every six (6) months during the Inventory License Period, Licensee shall provide VF with a written report setting forth in detail (i) the amount of Existing VF Inventory sold during the previous six (6) months and (ii) the amount of Existing VF Inventory remaining in stock (it being understood that, so long as VF is reasonably satisfied that Licensee and the other members of the Kontoor Brands Group are exercising commercially reasonable efforts to sell off any such Existing VF Inventory during the initial Inventory License Period, in the event that the Existing VF Inventory has not been exhausted by end of such Inventory License Period, if requested in writing by Licensee, the Inventory License Period may be extended by up to an additional two (2) years upon VF’s prior written consent, which shall not be unreasonably withheld). (e) Notwithstanding anything herein to the contrary, VF may terminate the Advertising Materials License in its sole discretion upon thirty (30) days’ prior written notice to Licensee. Upon any such termination of the Advertising Materials License, Licensee shall, and shall cause the other members of the Kontoor Brands Group to, cease any and all uses of the VF Names and Marks in connection with Advertising Materials as promptly as reasonably practicable, and in any event within thirty (30) days of receiving such written notice; provided that, for the avoidance of doubt, Licensee and the other members of the Kontoor Brands Group may continue to use any Advertising Materials existing at the time of such termination so long as that any and all VF Names and Marks used in connection with such Advertising Materials are relabeled, covered, struck over, or otherwise removed therefrom so as not to be visible, displayed or otherwise used on such Advertising Materials. (f) VF shall have the right to inspect the use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to the Transitional Licenses to ensure compliance with the requirements of this Section 2.04. In the event that VF finds, in its sole discretion, that any such use deviates from such requirements, Licensee or the applicable member of the Kontoor Brands Group shall, as promptly as practicable, take all necessary steps to correct such non-conforming use of the VF Names and Marks. Upon termination of the VF Outlets License Period or the Inventory License Period, as applicable, all corresponding rights of Licensee and the other members of the Kontoor Brands Group to use the VF Names and Marks shall automatically terminate, and Licensee and the other members of the Kontoor Brands Group shall immediately cease such use of the VF Names and Marks. (g) Licensee, on behalf of itself and the other members of the Kontoor Brands Group, acknowledges and agrees that neither Licensee nor any other member of the Kontoor Brands Group shall (i) except as expressly set forth in this Section 2.04, have any rights in or to any of the VF Names and Marks or (ii) contest the validity of any of the VF Names and Marks or VF’s or its Affiliates’ ownership rights therein or thereto. Any and all goodwill resulting from generated by the VS Group’s use of the L Brands VF Names and Marks under this Section 2.04 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 VF and shall cause its Subsidiaries to take any and all actions necessary (including the filing of amended organizational documents and Affiliates. Neither Licensee nor any other required documentation with member of the relevant Governmental Authorities) to initiate a change to Kontoor Brands Group shall use 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 VF 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 mannermanner that may harm, damage, disparage, challenge, bring into disrepute, impair or tarnish the reputation or goodwill associated with VF, 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 its Affiliates or validity of any rights of L Brands and its Subsidiaries in or to any of the L Brands VF 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) destroy, conceal, cover, redact, replace or remove any and all VS Trademarks from any and all L Brands Assets and any other assets and materials under their possession or control bearing such VS Trademarks. L Brands acknowledges and agrees that, during the 12-month period set forth in this Section 4.12(d), L Brands shall only use the VS Trademarks in substantially the same manner as such VS Trademarks were used by L Brands and its Subsidiaries prior to the Distribution Time. Any and all goodwill resulting from the L Brands Group’s use of the VS Trademarks shall inure solely to the benefit of VS. (e) As soon as reasonably practicable after the Distribution, but in no event later than six (6) months after the Distribution Time, L Brands 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 or any other similar corporate identifier of each Subsidiary of L Brands to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any VS Trademarks. (f) L Brands agrees that (i) the VS Trademarks are, as of the date of this Agreement, and shall continue to be following the Distribution Time, owned by VS or a Subsidiary of VS, as applicable, (ii) no member of the L Brands Group has any rights in, and shall not use in any manner, any of the VS Trademarks following the twelve (12)-month period set forth in Section 4.12(d) and (iii) no member of the L Brands Group shall contest the ownership, enforceability or validity of any rights of VS and its Subsidiaries in or to any of the VS Trademarks. (g) Notwithstanding the foregoing, nothing in this Section 4.12 shall be construed as prohibiting either Party from making any use of the other Party’s Trademarks to the extent such use constitutes “fair use” under Applicable Law.

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 ‎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) destroy, conceal, cover, redact, replace or remove any and all VS Trademarks from any and all L Brands Assets and any other assets and materials under their possession or control bearing such VS Trademarks. L Brands acknowledges and agrees that, during the 12-month period set forth in this Section 4.12(d), L Brands shall only use the VS Trademarks in substantially the same manner as such VS Trademarks were used by L Brands and its Subsidiaries prior to the Distribution Time. Any and all goodwill resulting from the L Brands Group’s use of the VS Trademarks shall inure solely to the benefit of VS. (e) As soon as reasonably practicable after the Distribution, but in no event later than six (6) months after the Distribution Time, L Brands 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 or any other similar corporate identifier of each Subsidiary of L Brands to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any VS Trademarks. (f) L Brands agrees that (i) the VS Trademarks are, as of the date of this Agreement, and shall continue to be following the Distribution Time, owned by VS or a Subsidiary of VS, as applicable, (ii) no member of the L Brands Group has any rights in, and shall not use in any manner, any of the VS Trademarks following the twelve (12)-month period set forth in Section ‎Section 4.12(d) and (iii) no member of the L Brands Group shall contest the ownership, enforceability or validity of any rights of VS and its Subsidiaries in or to any of the VS Trademarks. (g) Notwithstanding the foregoing, nothing in this Section 4.12 shall be construed as prohibiting either Party from making any use of the other Party’s Trademarks to the extent such use constitutes “fair use” under Applicable Law.