Trademarks; Transition Period; Names; Website Sample Clauses

Trademarks; Transition Period; Names; Website. (a) Notwithstanding anything to the contrary in this Agreement, Parent shall retain the ownership of the trade name Avent and any Trademarks and domain names that include the name Avent or Xxxxxxxx-Xxxxx (or variations thereof), all of which such domain names are set forth on Section 5.04(a) of the Seller Disclosure Schedule (the “Seller Licensed Marks” and “Seller Licensed Domains,” respectively). Except as expressly provided in this Section 5.04, Buyer and its Affiliates shall have no right to use in any way Seller Licensed Marks. (i) As soon as reasonably practicable after the Closing, but in no event later than six (6) months after the Closing, Buyer shall cease to use and remove or cover the Seller Licensed Marks from all signs, billboards, telephone listings, stationery, office forms or other materials in any media of the Business (“Business Materials”). Buyer may use the Seller Licensed Domains on the Internet for twelve (12) months after the Closing, solely to redirect Internet users to websites using domain names other than those containing the Seller Licensed Marks. The Parties shall cooperate to facilitate such redirection during such time period, such as by creating a shared landing page for the Seller Licensed Domains or otherwise directing users to websites for the Business or the Medical Device Business. After such time period, Seller shall have sole control of the home page for the Seller Licensed Domains. Seller shall remain the registrant and administrative and technical contact for the Seller Licensed Domains after the Closing, and each Party shall have exclusive control over the websites of its business linked to such domains during the shared time period. (ii) Buyer shall cease the use of the Seller Licensed Marks on any packages and labels of the products of the Business (“Business Labels”) as promptly as practicable after the Closing, but in any event before the end of the Sell-Off Period. Subject to the terms and conditions contained herein, Parent hereby grants to Buyer and its Affiliates a nonexclusive, non-assignable, worldwide and royalty-free license, right and privilege to use (A) the Seller Licensed Marks and Seller Licensed Domains for the Sell-Off Period applicable to a particular product of the Business in a particular jurisdiction, solely on any Business Labels used by Buyer and its Affiliates for such product in such jurisdiction; (B) the Seller Licensed Marks and Seller Licensed Domains on the Business Materials for six...
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Trademarks; Transition Period; Names; Website. (a) Notwithstanding anything to the contrary in this Agreement, Parent shall retain the ownership of the trade names Avanos and Avent and any Trademarks that include the name Avanos or Avent used in the Business as of the Closing (the “Seller Licensed Marks”), all of which are set forth on Section 5.04 of the Seller Disclosure Schedule. Except as expressly provided in this Section 5.04 or pursuant to any Ancillary Agreement as contemplated therein, Buyer and its Affiliates shall have no right to use in any way Seller Licensed Marks. (i) As soon as reasonably practicable after the Closing, but in no event later than 180 days after the Closing, Buyer shall cease to use and remove or cover the name Avanos or Avent from all signs, billboards, telephone listings, stationery, office forms or other similar materials of the Business, unless such use is otherwise permitted by an Ancillary Agreement; provided, that, nothing in this Section 5.04(a)(i) shall supersede the provisions set forth in Section 5.04(a)(ii) and Section 5.04(a)(iii). (ii) Buyer shall, subject to Section 5.04(a)(i), unless otherwise permitted by an Ancillary Agreement, cease the use of the Seller Licensed Marks on any packages and labels of the products of the Business (“Product Labels”) before (a) if there is a Registration Transition Period, the end of such Registration Transition Period, or (b) if there is no applicable Registration Transition Period, the eighteen (18) month period following the Closing Date (such date, the “End Date” and the applicable period set forth in clauses (a) and (b) above ending on such date, the “Sell-Off Period”); provided that, if there is a Registration Transition Period with respect to any Business Product, Buyer shall (i) use reasonable best efforts to obtain such Registrations as soon as practicable under the circumstances and (ii) provide written notice to Parent as soon as reasonably practicable (and, in any event, within five (5) Business Days) after the Permit Grant Date; and provided further that, solely with respect to Inventory of finished Business Products that is (x) Acquired Inventory or (y) packaged and labeled prior to the end of the applicable Sell-Off Period, Buyer shall have the right to continue to use the Seller Licensed Marks on all Product Labels on such Inventory until all such Inventory has been finally sold in its entirety. (iii) Parent hereby grants to Buyer and its Affiliates, a non-exclusive, non-assignable, worldwide and royalty-free...
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Related to Trademarks; Transition Period; Names; Website

  • Trademarks, Etc Except to the extent required by applicable law, no Party shall use any other Party's names, logos, trademarks or service marks, whether registered or unregistered, without the prior consent of such Party.

  • COMMERCIAL COMPUTER SOFTWARE If performance involves acquisition of existing computer software, the following Company Exhibit is incorporated by reference: CCS Commercial Computer Software License (Company – July 2010).

  • Patents, Trademarks, Etc The Borrower has obtained and holds in full force and effect all patents, trademarks, servicemarks, trade names, copyrights and other such rights, free from burdensome restrictions, which are necessary for the operation of its business as presently conducted, the impairment of which is likely to have a Material Adverse Effect.

  • Trademarks, Patents, Etc Schedule 2.1

  • Company Products Schedule 2.10(d) of the Company Disclosure Letter lists all Company Products, and for each such product or feature (and each version thereof) identifying its release date.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Business Names Other than its full corporate name, Borrower has not conducted business using any trade names or fictitious business names except as shown on the Supplement.

  • Domain Names Licensee represents that it does not own any Internet domain names containing Citi Marks.

  • Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use anx xxxxxcense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, Inx." xxxdemaxxx (xxgether, the "Scuddex Xxxxx"), xxx xerexx xxant the Trust a nonexclusive right xxx xxxlicense to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Namx"), xxd (ii) the Scudder Marks in connection with the Trust's investment products xxx xxxvices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Scudder Marks, provided however, that you agree to use your best xxxxxxx to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to suxxxxxxxe or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks othxx xxxx the rights granted herein, that all of txx Xxxxt's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company xx xxxer and licensor of the Scudder Marks (xxx "Xrademark Owner"), and that the Trust shall nxx xxxxlenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Truxx xxxxher agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of duaxxxx, xs may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Trust as a registered user thereof. Xx xxch time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your Successor) and the Trust, or you no longer are a licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon ax, xx xawfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar therexx (xxxluding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agrexxxxx xetween you (or your Successor) and the Fund is terminated.

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