Transitional License. ADT Residential, on behalf of itself and its Affiliates, hereby grants Tyco and its Affiliates a transitional, non-exclusive, non-transferable and royalty-free license to use the ADT Brand in the ADT Residential Territory, solely in connection with any existing business that Tyco has previously operated under the ADT Brand in the ADT Residential Territory, solely in a manner that is both consistent with the nature and quality of Tyco’s past practice and in accordance with the sunset provisions in Schedule F hereto. Tyco acknowledges and agrees that this transitional license expressly excludes the right, after the Trademark Assignment Date, to grant any third party any new sublicense to use the ADT Brand in the ADT Residential Territory. All rights not expressly set forth in this Section 2.7 are expressly reserved by ADT Residential.
Transitional License. In connection with the purchase of the Purchased Product Inventory, Seller hereby grants Purchaser a non-exclusive, fully paid up, transferable, royalty-free license, with the right to sublicense, (a) the Transitional Trademarks; and (b) product identification numbers (including NDC numbers) or consumer information telephone numbers, in each case, solely to the extent necessary to sell the Purchased Product Inventory after the Closing. Such license shall become effective on the Closing Date and expire six (6) months after the last expiration date on Seller labeled Purchased Product Inventory.
Transitional License. ADT Residential, on behalf of itself and its Affiliates, hereby grants Tyco a transitional, non-exclusive license to use the ADT Brand in the ADT Residential Territory, solely in connection with any business that Tyco has previously operated under the ADT Brand in the ADT Residential Territory, solely in a manner that is both consistent with past practice and in accordance with Schedule F hereto.
Transitional License. Adient, on behalf of itself and its Affiliates, acknowledges that the licenses in Section 2.1 are transitional in nature, and that Adient and its Affiliates shall use commercially reasonable efforts to transition away from all uses of the Xxxxxxx Controls Marks promptly after the Effective Time.
Transitional License. Vectrus and its Covered Affiliates acknowledge that the licenses in Section 2.1 are transitional in nature, and that Vectrus and its Covered Affiliates shall use commercially reasonable efforts to transition away from all uses of the EXELIS Marks promptly after the Distribution Date. Vectrus and its Covered Affiliates shall not unreasonably delay until each applicable deadline set forth in Section 2.1 to accomplish the actions specified therein.
Transitional License. (a) During the Term, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license (“Transitional License”) for use of the Licensed Marks solely for sales and marketing of automotive specialty finance leads to purchasers of automotive specialty finance leads from Licensee’s automotive specialty finance leads business. The parties acknowledge that the Transitional License does not include any license to use Company’s Cxx.xxx domain name or to use the Licensed Marks for any consumer marketing or advertising or for placement on any consumer-facing websites.
(b) Licensor shall be the sole and exclusive owner of, and retains all rights, title and interests in and to all, the Licensed Marks, including all trademark and copyright rights and moral rights therein, free from any claim or retention of rights thereto on the part of Licensee or any employee, consultant or agent of Licensee. Licensee will (i) not create a unitary composite mxxx involving any of the Licensed Marks and one (1) or more of its own trade names, trademarks, service marks, trade dress, logos or other commercial symbols; (ii) at all times display the Licensed Marks with such symbols and notices as Licensor may designate to clearly and sufficiently indicate the registration or other status and ownership thereof by Licensor in accordance with applicable trademark law and practice; (iii) comply with all written guidelines in accordance with this Agreement relating to the use thereof as provided to it by Licensor; (iv) will not seek to register the Licensed Marks in any jurisdiction; (v) will not use the Licensed Marks in the name of any corporate or other entity; (vi) hold itself out as being Licensor; and (vii) in no way use the Licensed Marks in a manner so as to tarnish, blur or dilute the quality, goodwill or reputation of Licensor associated therewith; provided, however, for restrictions (i)-(vii) no claim is made to the exclusive right to use “Car” apart from the Licensed Marks. Licensee acknowledges and agrees that its use of the Licensed Marks as licensed hereunder: (i) will at all times inure to the benefit, and be on behalf, of Licensor; and (ii) will not create in Licensee, nor will Licensee represent that Licensee has, any right, title, or interest in or to the Licensed Marks other than the license expressly granted herein. Licensee agrees not to do anything to contest or impair Licensor’s rights, title or interest in and to any of the Licensed Marks. Except as ...
Transitional License. Subject to the terms and conditions of this Agreement (including Exhibit D) and without limiting the license or any rights granted to AMPSA and each of the other AMP Entities under Section 5.2 with respect to the Ardagh Name, effective as of the date hereof, AGSA hereby grants to AMPSA and each of the other AMP Entities a worldwide, non-sublicensable (except as set forth in this Section 5.3), indivisible license to, for a period of twelve (12) months after the date hereof unless an extension is agreed to by AGSA (and AGSA hereby acknowledges and agrees that (i) its agreement to an extension shall not be unreasonably withheld and (ii) an extension for a period of twelve (12) months shall not be considered unreasonable), continue to use, and continue to permit its and their respective suppliers, vendors, distributors, sub-distributors, resellers, marketing representatives, agents and other Persons (the “Transitional Sublicensees”) to use, the Ardagh Name and the following logo: (the “Ardagh Logo”) (including the Ardagh Name and the Ardagh Logo in combination) solely for uses generally consistent with the uses (including with respect to quality of goods and services and, with respect to the Transitional Sublicensees, solely for the benefit of the AMP Business and generally consistent with the current uses by such Persons), as applicable, of the Ardagh Name and Ardagh Logo (including in combination) in connection with the AMP Business as of the date of this Agreement (including uses on, in connection with or in relation to any products and services of the AMP Business) (the “Transitional License”). AMPSA shall, and shall cause the other AMP Entities and the Transitional Sublicensees, to use commercially reasonable efforts to transition the AMP Business reasonably promptly away from any uses by the AMP Business of the Ardagh Name and the Ardagh Logo (including in combination) that are not within the scope of the Ardagh Name License. The Fees payable for Corporate Services during the Initial Term pursuant to Section 3.1 are inclusive of the entire consideration due in respect of the Transitional License.
Transitional License. With respect to the Transitional Servicemarks and Transitional Old Mutual Domain Names, this Agreement shall commence on the Effective Date and the Transitional License shall terminate automatically, along with all licenses and sublicenses granted therefor hereunder, on the first day following the day that is six (6) months after the end of the Transition Period. .
Transitional License. Effective as of the Closing, and without limiting any other license granted by CTI to Company pursuant to any Transaction Document or other written Contract, CTI hereby grants to Company, Company’s Affiliates and their respective distributors the limited, non-transferable right and license to use the CTI Trade Dress and the CTI Trademarks that have been used by CTI and any of CTI’s Affiliates in connection with their respective marketing, sale and distribution of the Product for Company’s, Company’s Affiliates’ and their respective distributors’ marketing, sale and distribution of the Product in the United States consistent with the past practices of CTI and any of CTI’s Affiliates. Such limited right and license shall include the right to use the CTI Trademarks on the Product Marketing Materials. Such limited right and license will be effective until the Company’s trade dress for the Product is approved by applicable Governmental Entities and the Company has obtained its own marketing materials (in commercial quantities) with respect to the Product bearing such approved trade dress.
Transitional License. Subject to the terms and conditions of this Agreement, each Licensor hereby grants to Licensees a limited, non-exclusive, fully paid-up, royalty-free, non-transferable, non-sublicensable license, solely in the Territory and during the Transition Period, to use such Transitional Servicemarks as are owned by each such Licensor in the Licensees’ corporate and trade names, businesses and activities, including any advertising or promotional materials, and including in connection with the operation of the Business and in connection with the IPO, provided, however, that the license granted hereunder specifically excludes the right for Licensees to use the Transitional Servicemarks as the name of a Fund or in connection with any products or services provided by a Fund (the “Transitional License”). For the avoidance of doubt, in the event the Licensees desire to use the Transitional Servicemarks as the name of a Fund, or for any products or services provided by a Fund sponsored, operated or managed by the Licensees, Licensees must obtain OM plc’s prior written approval for any such use in the jurisdictions in which OM plc owns the Transitional Servicemarks, and OMLAC’s prior written approval for any such use in the jurisdictions in which OMLAC owns the Transitional Servicemarks, and (in each case), where such approval is given, use of the Transitional Servicemarks in relation to the name of a Fund, or for any products or services provided by a Fund sponsored, operated or managed by the Licensees, shall be subject to the terms and conditions of this Agreement as if the exclusion referred to under this Section 2.1(a)(i) does not apply thereto. Notwithstanding anything to the contrary in this Section 2.1(a) or Section 2.4 below, Licensees shall have the perpetual right to use the name “OM Asset Management” as all or part of Licensees’ corporate names or trade names.
