Transitional Use. Following the Effective Date, TEN shall use commercially reasonable efforts to cease all use of the Loading Arms Marks. Subject to the terms and conditions of this Agreement, TFMC hereby grants to TEN a non-exclusive, limited, royalty-free, fully paid-up, transferable (as set forth in Section 7.12), sublicensable (solely to other members of the TEN Group and any of its or their manufacturers, suppliers, contractors and distributors), worldwide license to: (a) use the Loading Arms Marks in connection with the TEN Group’s marketing or sale of any Loading Arms Products, including the appearance of the Loading Arms Marks on the cast or forged bodies of Loadings Arms Products that are manufactured by or on behalf of the TEN Group using existing tooling that bears such Loading Arms Marks; and (b) permit Tokyo Boeki to use the Loading Arms Marks pursuant to the terms of the Tokyo Boeki License Agreement, in each case of the foregoing clauses (a) and (b), until September 9, 2023, or, with respect to such clause (b), the termination of the Tokyo Boeki License Agreement, if earlier; provided that (x) the use of the Loading Arms Marks by Tokyo Boeki is subject to Tokyo Boeki’s compliance with the terms of the Tokyo Boeki License Agreement (including all quality control provisions therein), which Contract shall be enforced by TEN, and which Contract shall not be amended without TFMC’s prior written consent, (y) the use of the Loading Arms Marks by TEN shall be, in all material respects, in substantially similar form and manner, as such Loading Arms Marks were used in connection with the Loading Arms Products during the one (1) year period prior to the Effective Date, and (z) the Loading Arms Products manufactured by or on behalf of TEN and which are identified with the Loading Arms Marks are, in all material respects, of substantially similar quality as the Loading Arms Products that were manufactured by or on behalf of TFMC and its Affiliates during the one (1) year prior to the Effective Date.
Transitional Use. Notwithstanding the foregoing requirements of Sections 5.2(a) and (b), if any Party or any member of a Party’s Group exercised good faith efforts to comply with Sections 5.2(a) and (b) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable Law such that an Other Party Xxxx remains in such Party’s or its Group member’s corporate name, then the relevant Party or its Group member will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the applicable time set out in the applicable Schedule 5.2(b), said twelve (12) month period subject to a request for an extension of time by the Party attempting to effectuate said name change and consent by the other Parties that is not to be unreasonably withheld. In such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Xxxx that is in such Party’s or Group member’s corporate name which includes references to “Healthcare”, “Electronics” or “Tyco” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s corporate name can be changed to remove and eliminate such references.
Transitional Use. Notwithstanding the foregoing requirements of Sections 5.2(a) and (b), and subject to the terms of any Ancillary Agreement or other agreement between any of the Parties, if any Party or any member of a Party’s Group exercised good faith efforts to comply with Sections 5.2(a) and (b) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable Law such that an Other Party Xxxx remains in such Party’s or its Group member’s corporate name, then the relevant Party or its Group member will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the applicable time set out in the applicable Schedule 5.2(b), said twelve (12) month period subject to a request for an extension of time by the Party attempting to effectuate said name change and consent by the other Parties that is not to be unreasonably withheld. In such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Xxxx that is in such Party’s or Group member’s corporate name which includes references to “Healthcare”, “Electronics” or “Tyco” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s corporate name can be changed to remove and eliminate such references.
Transitional Use. For the avoidance of doubt, subject to satisfaction of the terms and conditions of this Agreement, and prior to the transfer of the Transferred Assets to Kankan and/or Nesound pursuant to Article 3.2, the Transferor shall:
(1) Continue in using and operating the Transferred Assets in the normal way only for the purpose of carrying out Target Business;
(2) Continue in making payments to customers, business partners and suppliers in the normal business operation; and
(3) On or before the Date of this Agreement, take custody and maintain the Transferred Assets to prevent any impairment in value.
