Trademarks; Tradenames Sample Clauses
Trademarks; Tradenames. As soon as practicable after the Closing Date, Seller shall eliminate the use of all of the trademarks, tradenames, service marks and service names used in the Business, in any of their forms or spellings, on all advertising, stationery, business cards, checks, purchase orders and acknowledgments, customer agreements and other contracts and business documents. Seller shall grant Buyer the right to use the ClearStory name, as described in the Trademark License Agreement at Exhibit B.
Trademarks; Tradenames. Buyer shall not permit the Company to use any of the marks or names of Seller that the parties agree shall belong to Seller after closing.
Trademarks; Tradenames. (a) After the Closing, Buyers shall not use, and shall procure that no member of the Target Group uses, any of the marks or names of the Seller or any member of the Retained Group (the “Seller Trademarks and Tradenames”), other than, in the case of the members of the Target Group (a) as set forth in the other subsections of this Clause 5.10 and (b) for the Trade Marks (as defined in the Licensing Agreement) in accordance with the terms of the Licensing Agreement..
(b) Seller and Buyers shall enter into the Licensing Agreement at Closing. Except as set out in the Licensing Agreement, within twelve (12) months following Closing, Buyers shall procure the removal of all references to the Seller Trademarks and Tradenames from the business interests, property and assets of the Target Group and shall change the corporate names of each member of the Target Group accordingly.
(c) After the Closing and without prejudice to Clause 5.10(b), each member of the Target Group shall have the right to sell existing inventory and to use existing packaging, labeling, containers, supplies, advertising materials, technical data sheets and any similar materials bearing any Seller Trademarks and Tradenames until the earlier of (i) the date falling twelve (12) months from the Closing Date and (ii) the date existing stocks are exhausted. Each member of the Target Group shall have the right to use Seller Trademarks and Tradenames in advertising that cannot be changed by them using reasonable efforts for a period not to exceed twelve (12) months after the Closing Date. Buyers shall cause the members of the Target Group to comply with all Applicable Laws in any use of Seller Trademarks and Tradenames. With effect from Closing, each Buyer hereby indemnifies Seller against and agrees to hold Seller harmless from any and all Damages (as defined in Clause 7.01) to the extent incurred or suffered by Seller arising out of the failure by either of the Buyers, the Target Companies, the Target Subsidiaries, their Affiliates or any of their respective directors, officers, employees or agents to comply with all Applicable Laws in any use of Seller Trademarks and Tradenames pursuant to this Clause 5.10 (including any failure to comply with applicable law and regulations with respect to packaging or labeling).
Trademarks; Tradenames. Borrower and each Subsidiary have ownership or the lawful right to use all tradenames, trademarks, patents, and other intellectual property which they utilizes in their business as presently being conducted and as anticipated to be conducted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
Trademarks; Tradenames. As soon as practicable after the Closing Date (or in the case of use by any ETF Fund or by Buyer with respect to the name of any ETF Fund, the date of the “Closing” as defined in the applicable Fund Reorganization Agreement) but in no event later than thirty (30) days thereafter (the “Trademark Transition Period”), Buyer shall, and shall cause each of its Affiliates (including each Transferred Entity) to, (i) cease any and all use of Seller’s or its Affiliates’ marks or names set forth on Section 6.02 of the Seller Disclosure Schedule (collectively, the “Seller Marks”), (ii) remove, conceal, cover, redact and/or replace such Seller Marks from any and all materials and assets under the control or possession of Buyer or any of its Affiliates that contain the Seller Marks, and (iii) cause its name to be changed to such other name that does not include the Seller Marks and make all necessary filings and use commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of Buyer and its Affiliates such that they will not include any Seller Marks; provided that Buyer and its Affiliates may use the Seller Marks following the Trademark Transition Period solely to refer to the ETFs Business in a historical manner as required by Law or as required for the continued use following the Closing of the performance track records of the ETF Funds, including the Composites, in accordance with GIPS (or any successor standards to GIPS) and Law. Buyer acknowledges and agrees that, to the extent it or any of its Affiliates (including each Transferred Entity) continue to use any Seller Marks in connection with the conduct of the ETFs Business during the Trademark Transition Period or thereafter, Buyer shall, and shall cause its Affiliates to, include an express disclaimer in any and all applicable written materials or documents that the ETF Funds and the ETFs Business are no longer associated with Seller or any of its Affiliates. From and after the Closing, neither Buyer nor any of its Affiliates shall challenge the ownership, validity or enforceability of any Seller Marks.
Trademarks; Tradenames. Except as otherwise set forth in this Section 7.05, after the Effective Time, Buyer and its Affiliates shall not use the Tradenames and Trademarks.
(a) Buyer agrees to use commercially reasonable efforts to re-brand (including changing signage), and Sellers agree, at Buyer’s expense, to use commercially reasonable efforts to assist Buyer in re-branding, each Store in the greater Chicago metropolitan area and Southern California (San Diego and Orange County) markets within 90 days after the Closing Date (and each other Store within 180 days after the Closing Date), and Buyer and its Affiliates shall have the right to use the “Albertson’s” (to the extent used for private label product), “Osco” or “Sav-on” names (the “Tradenames and Trademarks”) in connection with each Store until such Store has been re-branded; provided that such time periods shall be extended to the extent necessary if such re-branding is not permitted by Law before the expiration of such period.
(b) After the Effective Time, Buyer and its Affiliates and its resellers shall have the right to sell existing inventory and to use existing packaging, labeling, containers, supplies, advertising materials and any similar materials bearing the Tradenames and Trademarks for 180 days following the Closing Date. Buyer and its Affiliates and resellers shall have the right to use the Tradenames and Trademarks in advertising that cannot be changed by Buyer or its Affiliates or resellers using commercially reasonable efforts for a period not to exceed 180 days after the applicable Effective Time. Buyer and its Affiliates and resellers shall comply with all applicable Laws or regulations in any use of packaging or labeling containing the Tradenames and Trademarks. Buyer and its Affiliates and resellers shall not be obligated to change the Tradenames and Trademarks on goods in the hands of dealers, distributors and customers at the time of the expiration of the time period set forth herein.
Trademarks; Tradenames. (a) Except as set forth in Section 6.02(b), after the Closing, Supernus and its Affiliates shall not use any of the trademarks, service marks or tradenames that are part of the Retained Intellectual Property Rights.
(b) Supernus shall have the right to use existing packaging, labeling, containers, supplies, logos and advertising materials bearing the name “Shire Laboratories” or “SLI” for a period not to exceed six months following the Closing Date. All goodwill from such use by Supernus shall accrue to the benefit of SLI and its Affiliates, and all such use shall conform to any trademark usage guidelines provided by SLI. Supernus shall comply with all applicable laws in any use of packaging or labeling containing the name “Shire Laboratories” or “SLI”.
(c) If Supernus violates any provision of this Section 6.02 or if, in the reasonable view of SLI or its Affiliates, Supernus deviates from the permissible scope of use in connection with or the manner and nature of the permitted use of the names “Shire Laboratories” or “SLI”, SLI or its Affiliates shall provide Supernus written notice of the violation and/or deviation from the permissible standard and allow Supernus ten Business Days from receipt of the written notice to cure such violation and/or deviation. If, after ten Business Days from receipt of the written notice of the violation and/or deviation, Supernus has not cured such violation and/or deviation to the reasonable satisfaction of SLI or its Affiliate that provided the notice, SLI or its Affiliates may immediately terminate Supernus’s right to use such names and Supernus shall permanently and immediately discontinue all use of such names. The parties acknowledge and agree that a violation of any provision of this Section 6.02 will cause SLI and its Affiliates irreparable injury and that if Supernus does not cure the violation within the specified time period, SLI and its Affiliates shall be entitled to seek emergency relief from a federal or state court to enforce the terms of this Agreement.
Trademarks; Tradenames. GA shall comply, and shall instruct all its General Agents to comply with all Company instructions, policies, procedures, rules, and guidelines regarding use of any and all Company and Product trademarks and/or tradenames.
Trademarks; Tradenames. (a) Except as set forth in Section 6.02(b), after the Closing, Buyer shall not, and shall not permit the Joint Venture (or any of its Affiliates) to, use any trademarks or tradenames owned or used by Seller on the date hereof (or any derivations thereof), including without limitation, the name “Alliance Capital”.
(b) For the period beginning on the Closing Date and ending on the earliest to occur of (i) the fifth anniversary thereof, (ii) the date on which a Change of Control shall have occurred and (iii) the date on which the Joint Venture or any of its Affiliates engages (whether directly or indirectly, as a principal or for its own account or solely or jointly with others, or as a stockholder in any corporation or joint stock association (other than where the Joint Venture or any of its Affiliates beneficially owns, as a passive investor, less than 5% of the equity or voting interest in such corporation or joint stock association)) in a Competing Business, the Joint Venture and its Affiliates shall have the right to state in its marketing materials, advertisement or other materials provided or distributed to clients, potential clients, portfolio companies or potential portfolio companies of the Joint Venture or its Affiliates that it is “a research associate of Alliance Capital” or a “research affiliate of Alliance Capital” and shall have the right to include in any such materials a description of Alliance Capital; provided, that Alliance Capital has previously reviewed and approved of such description of Alliance Capital and the use thereof, which approval shall not be unreasonably withheld; and provided further that if such description is delivered by the Joint Venture to the attention of each of the General Counsel and the Chief Executive Officer of Alliance Capital and neither such individuals respond to the Joint Venture within 10 days after receipt, the consent of Alliance Capital shall be deemed to have been received for the purposes of this Section 6.02(b). For the avoidance of doubt, it shall not be unreasonable for Alliance Capital to withhold its approval if in its reasonable judgment any such statements, or the use thereof in any materials, would adversely affect any relationship that Alliance Capital or its Subsidiaries has with a third party or would otherwise have an adverse effect on the business or affairs of Alliance Capital or its Subsidiaries.
(c) The foregoing notwithstanding, (i) neither the Joint Venture nor any of its Affiliates ...
Trademarks; Tradenames. 43 Section 6.13.