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).
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Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Lydall Inc /De/)
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) Except as set forth in the other subsections of this Clause 5.10 Section 7.03 after the Closing, Buyer shall have no rights to and (b) for shall not permit the Trade Marks (as defined in the Licensing Agreement) in accordance with the terms Companies or Subsidiaries to use any of the Licensing Agreement..marks or names set forth on Schedule 7.03 (collectively or individually as the context requires, the “Seller Trademarks and Tradenames”).
(b) Seller and Buyers shall enter into After 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 Companies 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 Subsidiaries shall have the right to sell existing inventory and to use existing stationery, 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) 12 months from after the Closing Date and (ii) the date existing stocks are exhausted. Each member of the Target Group , and Buyer shall have the right to use Seller Trademarks and Tradenames in advertising that cannot be changed by them using its reasonable efforts for a period not to exceed twelve (12) exhaust existing stocks within six months after the Closing Date. Buyers The obliteration of the Seller Trademarks and Tradenames shall be deemed compliance with the covenant not to use the Seller Trademarks and Tradenames pursuant to this Section 7.03. Buyer shall cause the members of the Target Group Companies and Subsidiaries to comply with all Applicable Laws in any use of packaging or labeling containing the Seller Trademarks and Tradenames. With effect from Closing, each Buyer hereby indemnifies Each Seller against agrees that its consent to an amendment or extension of this Section will not be unreasonably withheld if the Companies and agrees Subsidiaries cannot exhaust existing inventory within the time period set forth above.
(c) The Companies and Subsidiaries shall not be obligated to hold Seller harmless from any and all Damages (as defined in Clause 7.01) to change 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 on goods in the hands of dealers, distributors and customers at the time of the expiration of a time period set forth in Section 7.03(b) above.
(d) Buyer agrees to this Clause 5.10 (including any failure cause the Companies and Subsidiaries to comply with applicable law use reasonable efforts to cease using the Seller Trademarks and regulations with respect Tradenames on buildings, vehicles, signs, billboards and fixed assets as soon as possible within a period not to packaging or labeling)exceed 12 months after the Closing Date.
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Trademarks; Tradenames. (a) After Except as set forth otherwise in this Section 7.04, after the Closing, Buyers (i) Seller and its subsidiaries shall not use, and shall procure that no member of the Target Group uses, use any of the marks or names of the Seller or any member of the Retained Group (the “Seller Trademarks and Tradenames”), other than, used primarily in the case of the members of the Target Group (a) Business as set forth in on Schedule 7.04(a) the other subsections of this Clause 5.10 "BUSINESS TRADEMARKS AND TRADENAMES") and (bii) for the Trade Marks (as defined in the Licensing Agreement) in accordance with the terms Buyer and its subsidiaries shall not use any of the Licensing Agreement..marks or names set forth on Schedule 7.04(b) (the "SELLER TRADEMARKS AND TRADENAMES").
(b) Seller and Buyers shall enter into After 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 Buyer 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) six months from after the Closing Date and (ii) the date existing stocks are exhausted. Each member of the Target Group Buyer shall have the right to use the Seller Trademarks and Tradenames in advertising that cannot be changed by them Buyer using reasonable efforts for a period not to exceed twelve (12) months 90 days after the Closing Date. Buyers Buyer shall cause the members of the Target Group to comply with all Applicable Laws applicable laws or regulations in any use of packaging or labeling containing the Seller Trademarks and Tradenames. With effect from Closing.
(c) Buyer shall not be obligated to change the Seller Trademarks and Tradenames on goods in the hands of dealers, each Buyer hereby indemnifies Seller against distributors and agrees to hold Seller harmless from any and all Damages (as defined in Clause 7.01) to customers at the extent incurred or suffered by Seller arising out time of the failure by either expiration of a time period set forth in subsection 7.04(b) above. The obliteration of the Buyers, Seller Trademarks and Tradenames shall be deemed compliance with the Target Companies, covenant not to use 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 Section 7.04 with respect to packaging the property to which such Seller Trademarks and Tradenames were not affixed.
(d) Buyer agrees to cease using the Seller Trademarks and Tradenames on buildings, cars, trucks and other fixed assets as soon as possible within a period not to exceed six months after the Closing Date.
(e) Seller agrees that its consent to the amendment or labeling)extension of this Section will not be unreasonably withheld if Buyer cannot exhaust existing inventory within six months of the Closing Date.
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Trademarks; Tradenames. (a) With respect to any Leased Facility, Purchaser shall either (i) remove all signage with respect to such Leased Facility bearing the “Axsys” name, tradename or trademark or any portion or derivative thereof, or any other trademark retained by Seller, exclusive of those validly transferred as Purchased Assets (collectively, the “Tradenames and Trademarks”) or (ii) cover such signage with temporary signage or other opaque materials not bearing any Tradename and Trademark so that no part of the underlying signage is visible, in either case, no later than 15 days after the Closing.
(b) After the Closing, Buyers shall not use, Purchaser 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 its Affiliates shall have the right to (i) sell existing inventory Inventory and to (ii) use existing packaging, labeling, containers, stationery, business forms, supplies, advertising materials, technical data sheets and promotional materials and any similar materials bearing the Tradenames and Trademarks for 60 days following the Closing; provided, however, that neither Purchaser nor any Seller Trademarks of its Affiliates shall take any action that could reasonably be expected to impair the value of the Tradenames and Tradenames until Trademarks; provided further, however, that when using the earlier of (i) the date falling twelve (12) months from the Closing Date and items listed in clause (ii) above in the date existing stocks are exhausted. Each member 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 Target Group 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 the right to use no authority to, hold themselves out as officers, employees or agents of Seller Trademarks or any Affiliate of Seller. Purchaser 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 its Affiliates shall cause the members of the Target Group to comply with all Applicable applicable Laws in any use of Seller Trademarks packaging or labeling containing the Tradenames and Tradenames. With effect from Closing, each Buyer hereby indemnifies Seller against and agrees Trademarks.
(c) Purchaser shall use commercially reasonable efforts 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 minimize its use of the failure by either of the BuyersTradenames and Trademarks, the Target Companiesand, 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 event, shall cease using the Tradenames and Trademarks on fixed assets as soon as practicable and Tradenames pursuant to this Clause 5.10 (including in any failure to comply with applicable law and regulations with respect to packaging or labeling)event within 60 days after the Closing.
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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) Except as set forth in the other subsections of this Clause 5.10 Section 5.3, after the Closing, the Buyer and (b) for the Trade Marks (as defined in the Licensing Agreement) in accordance with the terms its Affiliates will not use any of the Licensing following names; [specify Xyz tradenames used in Business and not transferred to the Buyer pursuant to this Agreement..]. Such names will be referred to, collectively or individually as the context requires, as (the “Xyz Tradename“).
(b) Seller and Buyers shall enter into After 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 Buyer will 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 Xyz Tradename until the earlier of (i) the date falling twelve (12) months from [one year] after the Closing Date and (ii) the date existing stocks are exhausted. Each member The Buyer will also have the rights to continue to use existing brochures, including technical data sheets bearing Xyz Tradename, until the earlier of (i) [one year] after the Target Group shall Closing Date and (ii) the date existing stocks are exhausted. The Buyer will have the right to use Seller Trademarks and Tradenames Xyz Tradename in advertising that cannot be changed by them the Buyer using reasonable efforts for a period not to exceed twelve (12) months [one year] after the Closing Date. Buyers shall cause the members of the Target Group to The Buyer will comply with all Applicable Laws applicable laws or regulations in any use of Seller Trademarks and Tradenames. With effect from Closingpackaging or labeling containing Xyz Tradename.
(c) The Buyer will not be obligated to change Xyz Tradename on goods in the hands of dealers, each Buyer hereby indemnifies Seller against and agrees to hold Seller harmless from any and all Damages (as defined in Clause 7.01) to distributors an customers at the extent incurred or suffered by Seller arising out time of the failure by either expiration of a time period set forth in subsection (b) above. The obliteration of Xyz tradename will be deemed compliance with the Buyers, the Target Companies, the Target Subsidiaries, their Affiliates or any of their respective directors, officers, employees or agents Buyer’s covenants not to comply with all Applicable Laws in any use of Seller Trademarks and Tradenames Xyz Tradename pursuant to this Clause 5.10 Section 6.03.
(including any failure d) The Buyer agrees to comply with applicable law use reasonable efforts to cease using Xyz Tradename on buildings, cars, trucks and regulations with respect other fixed assets as soon as possible within a period not to packaging exceed [one year] after the Closing Date.
(e) The prohibitions set forth in this Section 5.3 may be amended or labeling)extended only pursuant to the written consent of the Buyer and Xyz; provided that such consent will not be unreasonably withheld if the Buyer cannot exhaust existing inventory within [one year] of the Closing Date.]
Appears in 1 contract
Samples: Asset Purchase Agreement
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) Except as set forth in the other subsections of this Clause 5.10 and (b) for Section 7.04, after the Trade Marks (as defined in Closing, Buyer shall not permit the Licensing Agreement) in accordance with the terms Company or its Subsidiaries to use any of the Licensing Agreement..marks or names set forth on Schedule 7.04 (collectively or individually as the context requires, the “Seller Trademarks and Tradenames”).
(b) Seller and Buyers shall enter into After 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 Company 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 its Subsidiaries 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 one year after the Closing Date and (ii) the date existing stocks are exhausted. Each member of the Target Group The Company and its Subsidiaries shall have the right to use the Seller Trademarks and Tradenames in advertising that cannot be changed by them using reasonable efforts for a period not to exceed twelve (12) months 75 days after the Closing Date. Buyers Buyer shall cause the members of the Target Group Company and its Subsidiaries to comply with all Applicable Laws in any use of packaging or labeling containing the Seller Trademarks and Tradenames. With effect from Closing.
(c) The Company and its Subsidiaries shall not be obligated to change the Seller Trademarks and Tradenames on goods in the hands of dealers, each Buyer hereby indemnifies Seller against distributors and agrees to hold Seller harmless from any and all Damages (as defined in Clause 7.01) to customers at the extent incurred or suffered by Seller arising out time of the failure by either expiration of a time period set forth in Section 7.04(b) above. The obliteration of the Buyers, Seller Trademarks and Tradenames shall be deemed compliance with the Target Companies, covenant not to use 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 Section 7.04.
(including any failure d) Buyer agrees to comply with applicable law cause the Company and regulations with respect its Subsidiaries to packaging or labeling)use reasonable efforts to cease using the Seller Trademarks and Tradenames on buildings, cars, trucks and other fixed assets as soon as possible within a period not to exceed one year after the Closing Date.
(e) Seller agrees that its consent to a reasonable extension of this Section for a reasonable period to be agreed which shall not exceed six months will not be unreasonably withheld if the Company and its Subsidiaries cannot exhaust existing inventory within one year of the Closing Date after using commercially reasonable efforts to dispose of such inventory.
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