Trademarks; Trade Names. (a) With respect to any Owned Real Property or Leased Real Property, Purchaser shall either (i) remove all signage with respect to such Owned Real Property or Leased Real Property bearing the “CTS” name, Trade Name or trademark, or any other trademark retained by Seller (collectively, the “Seller Trade Names and Trademarks”) or (ii) cover such signage with temporary signage or other opaque materials not bearing any Seller Trade Name and Trademark so that no part of such Seller Trade Name and Trademark is visible, in either case, no later than 90 days after the Closing. (b) After the Closing, Purchaser and its Affiliates shall have the right to (i) sell existing Inventory at any time and (ii) use existing packaging, labeling, containers, stationery, business forms, supplies, advertising and promotional materials and any similar materials bearing the Seller Trade Names and Trademarks for the later of 180 days following the Closing or the depletion of existing stocks thereof; provided, however, that Purchaser and its Affiliates shall use commercially reasonable efforts to avoid impairment of the value of the Seller Trade Names or Trademarks; provided further, however, that when using the items listed in clause (ii) above in the context of entering into or conducting contractual relationships, Purchaser shall make clear to all other applicable parties that Purchaser, rather than any of Seller or its Affiliates, is the party entering into or conducting the contractual relationship; provided further, however, that personnel of Purchaser or its Affiliates using the above items shall not, and shall have no authority to, hold themselves out as officers, employees or agents of any Seller or any Affiliate of Seller. Purchaser and its Affiliates shall comply with all applicable Laws in any use of packaging or labeling containing the Seller Trade Names and Trademarks. (c) Purchaser shall use commercially reasonable efforts to minimize its use of the Seller Trade Names and Trademarks, and, in any event, shall cease using the Seller Trade Names and Trademarks on fixed assets (other than Inventory) within 180 days after the Closing.
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Samples: Stock Purchase Agreement (CTS Corp)
Trademarks; Trade Names. (a) Within 10 days following the Closing, Purchaser shall cause the Company to file a Certificate of Amendment with the Secretary of State of their respective states of incorporation to change their names as set forth in Section 5.10(a) of the Disclosure Schedule. Except as set forth in the Transaction Agreements, it is expressly understood that the purchase of the Company does not entitle Purchaser to have any rights in and to, nor the ability to use, any Trade Names and Trademarks (as defined below).
(b) With respect to any Owned Leased Real Property or Leased Owned Real Property, Purchaser shall will either (i) remove all interior and exterior signage with respect to such Owned Leased Real Property or Leased Owned Real Property bearing the “CTSPolyOne” name, Trade Name tradenames or trademark, or any other trademark retained by Seller trademarks (collectively, the “Seller Trade Names and Trademarks”) or (ii) cover such signage with temporary signage or other opaque materials not bearing any Seller Trade Name and Trademark so that no part of such Seller Trade Name and Trademark the underlying signage is visible, in either case, case no later than 90 60 days after the Closing.
. -39- NAI-1502820106v1 (bc) After the Closing, Purchaser and its Affiliates shall will have the right to (i) sell existing Inventory at any time inventory and (ii) use existing packaging, labeling, containers, stationery, business forms, supplies, advertising and promotional materials and any similar materials bearing the Seller Trade Names and Trademarks for the later of 180 days until such inventory and other existing materials have been exhausted following the Closing or the depletion of existing stocks thereofClosing; provided, however, that (x) neither Purchaser and nor any of its Affiliates shall use commercially reasonable efforts will take any action that could reasonably be believed by Seller to avoid impairment of impair the value of the Seller Trade Names or and Trademarks; provided further, however, that (y) when using the items listed in clause (ii) above in the context of entering into or conducting contractual relationships, Purchaser shall will make clear to all other applicable parties that PurchaserPurchaser or its Affiliates, rather than Seller or any of Seller or its Affiliates, is the party entering into or conducting the contractual relationship; provided further, however, that and (z) personnel of Purchaser or its Affiliates using the above items shall will not, and shall will have no authority to, hold themselves out as officers, employees or agents of any Seller or any Affiliate of Sellerits Affiliates. Purchaser and its Affiliates shall will comply with all applicable Laws in any use of packaging or labeling containing the Seller Trade Names and Trademarks.
(cd) With respect to Section 5.10(c), Purchaser shall will use commercially reasonable best efforts to minimize its use of the Seller Trade Names up such inventory and Trademarksmaterials as soon as reasonably possible, and, in any event, shall will cease using the Seller Trade Names and Trademarks on fixed assets (other than Inventory) as soon as practicable and in any event within 180 days after the Closing.
Appears in 1 contract
Samples: Equity Purchase Agreement
Trademarks; Trade Names. (a) With respect Subject to Section 2.2(a), Buyer and its Affiliates and, after the Closing, the Acquired Companies, shall not use to identify Buyer, the Acquired Companies or their respective Affiliates or any Owned Real Property of their respective products or Leased Real Propertyservices or as part of any xxxx, Purchaser shall trade name or domain name any trademarks, service marks or trade names containing the words “Renaissance,” “RenRe” or “Glencoe,” either (i) remove all signage alone or in combination with respect to such Owned Real Property other words, phrases, symbols or Leased Real Property bearing the “CTS” name, Trade Name or trademarkdevices, or any other trademark retained by Seller trademarks, service marks or domain names confusingly similar to or embodying any of the foregoing (all of the foregoing, collectively, the “Seller Trade Names RenRe Name and TrademarksRenRe Marks”), except that Buyer, its Affiliates and the Acquired Companies shall be permitted to: (i) archive for regulatory or tax purposes materials created prior to the Closing that bear the RenRe Name and RenRe Marks; (ii) cover such signage with temporary signage or other opaque materials not bearing continue to administer and settle claims under the RenRe Name (to the extent that the RenRe Name is contained in the original policy) under any Seller Trade Name and Trademark so that no part insurance ompany policies issued prior to the Closing for the remainder of the terms of such Seller Trade Name and Trademark is visible, policies in either case, no later than 90 days after the Closing.
(b) After effect as of the Closing, Purchaser but not renewals thereof; (iii) for three (3) months following the Closing, continue doing business under corporate names including the RenRe Name and its Affiliates shall RenRe Marks, provided that the Acquired Companies have promptly after the right Closing made all appropriate filings with Governmental Entities (including without limitation, filing amendments to (ithe applicable charters and by-laws and appropriate amendments to policy form filings) sell existing Inventory at any time to cause the Acquired Companies to change their names to eliminate the RenRe Name and RenRe Marks; and (iiiv) use existing packagingfor three (3) months following the Closing continue using inventories of materials in their possession or control as of the Closing bearing the RenRe Name and Marks, labelingincluding without limitation signage, containersadvertising, promotional materials, websites and other electronic materials, stationery, business forms, supplies, advertising cards and promotional materials and any similar materials bearing the Seller Trade Names and Trademarks for the later of 180 days following the Closing or the depletion of existing stocks thereof; provided, however, that Purchaser and its Affiliates shall use commercially reasonable efforts to avoid impairment of the value of the Seller Trade Names or Trademarks; provided further, however, that when using the items listed in clause (ii) above in the context of entering into or conducting contractual relationships, Purchaser shall make clear to all other applicable parties that Purchaser, rather than any of Seller or its Affiliates, is the party entering into or conducting the contractual relationship; provided further, however, that personnel of Purchaser or its Affiliates using the above items shall not, and shall have no authority to, hold themselves out as officers, employees or agents of any Seller or any Affiliate of Seller. Purchaser and its Affiliates shall comply with all applicable Laws in any use of packaging or labeling containing the Seller Trade Names and Trademarkscollateral goods.
(c) Purchaser shall use commercially reasonable efforts to minimize its use of the Seller Trade Names and Trademarks, and, in any event, shall cease using the Seller Trade Names and Trademarks on fixed assets (other than Inventory) within 180 days after the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Renaissancere Holdings LTD)
Trademarks; Trade Names. (a) Within 10 days following the Closing, Purchaser shall cause the Company to file a Certificate of Amendment with the Secretary of State of their respective states of incorporation to change their names as set forth in Section 5.10(a) of the Disclosure Schedule. Except as set forth in the Transaction Agreements, it is expressly understood that the purchase of the Company does not entitle Purchaser to have any rights in and to, nor the ability to use, any Trade Names and Trademarks (as defined below).
(b) With respect to any Owned Leased Real Property or Leased Owned Real Property, Purchaser shall will either (i) remove all interior and exterior signage with respect to such Owned Leased Real Property or Leased Owned Real Property bearing the “CTSPolyOne” name, Trade Name tradenames or trademark, or any other trademark retained by Seller trademarks (collectively, the “Seller Trade Names and Trademarks”) or (ii) cover such signage with temporary signage or other opaque materials not bearing any Seller Trade Name and Trademark so that no part of such Seller Trade Name and Trademark the underlying signage is visible, in either case, case no later than 90 60 days after the Closing.. NAI-1502820106v1
(bc) After the Closing, Purchaser and its Affiliates shall will have the right to (i) sell existing Inventory at any time inventory and (ii) use existing packaging, labeling, containers, stationery, business forms, supplies, advertising and promotional materials and any similar materials bearing the Seller Trade Names and Trademarks for the later of 180 days until such inventory and other existing materials have been exhausted following the Closing or the depletion of existing stocks thereofClosing; provided, however, that (x) neither Purchaser and nor any of its Affiliates shall use commercially reasonable efforts will take any action that could reasonably be believed by Seller to avoid impairment of impair the value of the Seller Trade Names or and Trademarks; provided further, however, that (y) when using the items listed in clause (ii) above in the context of entering into or conducting contractual relationships, Purchaser shall will make clear to all other applicable parties that PurchaserPurchaser or its Affiliates, rather than Seller or any of Seller or its Affiliates, is the party entering into or conducting the contractual relationship; provided further, however, that and (z) personnel of Purchaser or its Affiliates using the above items shall will not, and shall will have no authority to, hold themselves out as officers, employees or agents of any Seller or any Affiliate of Sellerits Affiliates. Purchaser and its Affiliates shall will comply with all applicable Laws in any use of packaging or labeling containing the Seller Trade Names and Trademarks.
(cd) With respect to Section 5.10(c), Purchaser shall will use commercially reasonable best efforts to minimize its use of the Seller Trade Names up such inventory and Trademarksmaterials as soon as reasonably possible, and, in any event, shall will cease using the Seller Trade Names and Trademarks on fixed assets (other than Inventory) as soon as practicable and in any event within 180 days after the Closing.
(e) The Company may use the Trade Names and Trademarks indefinitely for historical factual purposes (e.g., to indicate that the Company was previously affiliated with Seller) and where such use constitutes “fair use.”
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