Use of Business Names by Buyer. (i) Buyer acknowledges that Seller has the absolute and exclusive proprietary right to all names, marks, trade names, trademarks, service names and service marks (collectively, "Names") incorporating "California Microwave" or any similar Name and to all corporate symbols or logos (collectively, "Logos") incorporating California Microwave or any similar Name. All rights of Seller and its respective affiliates to which and the goodwill represented thereby and pertaining thereto are being retained by Seller. Buyer agrees that it will not, and will cause the Business not to, use the Name California Microwave or any similar Name or any Logo incorporating such Name or any similar Name in any manner, including in connection with the sale of any products or services or otherwise in the conduct of its business, except as expressly permitted by clause (ii) of this Section 5.2(d).
(ii) For a period of six months from the Closing Date (the "Window Period"), Seller shall and hereby irrevocably grants, effective as of the Closing Date, on a fully-paid, royalty-free basis, the Buyer the right to use the California Microwave Logo and the California Microwave Name in connection with the operation of the Business as currently conducted including, during the Window Period, to (A) use any molds or castings included in the equipment or machinery included in the Assets despite the appearance thereon and on the products manufactured therewith of the Name California Microwave or the California Microwave Logo, (B) market and sell all such products produced by the Business and (C) use any other assets on hand included in the Assets, including, without limitation, any catalogs, invoices, packaging material or stationery, bearing the California Microwave Name or California Microwave Logo. Immediately upon the expiration of the Window Period, Buyer shall cease to use in any manner the Name California Microwave or the California Microwave Logo incorporating such Name and remove or obliterate such Name or the California Microwave Logo from any molds, castings, products or other assets and clearly and prominently xxxx the new name of the Business thereon. At all times following the Closing, Buyer shall indicate that neither Buyer nor the Business are affiliated with Seller or any of its affiliates.
Use of Business Names by Buyer. (a) Buyer acknowledges that Seller has asserted the absolute and exclusive proprietary right to all names, marks, trade names, trademarks, service names and service marks (collectively, "Names") incorporating "American Architectural Products Corporation" or "AAPC" or any similar Name and to all corporate symbols or logos (collectively, "Logos") incorporating "American Architectural Products Corporation" or "AAPC" or any similar Name. All rights of Seller and its Affiliates to the same and the goodwill represented thereby and pertaining thereto are being retained by Seller or its Affiliates. Buyer agrees that it will not, and will cause the Business following the Closing not to, use the American Architectural Products Corporation or AAPC Name or any similar Name or any Logo incorporating such Name or any similar Name in any manner, including in connection with the sale of any products or services or otherwise in the conduct of the Business, except as expressly permitted by subsection (b) of this Section 9.4.
Use of Business Names by Buyer. (a) Subject to Section 3.4(b), Buyer acknowledges that Seller has the absolute and exclusive proprietary right to all Names incorporating “REMEC” or any similar Name and to all Logos incorporating REMEC or any similar name. All rights of Seller and its Affiliates to the same and the goodwill represented thereby and pertaining thereto are being retained by Seller. Buyer agrees that it will not use the REMEC Name or any similar Names or Logos incorporating such Names or any similar Names in any manner, including in connection with the sale of any products or services or otherwise in the conduct of the Business.
(b) Buyer is acquiring as part of the Assets certain inventory, fixtures, tools and dies and Seller’s stock of product literature, warranty statements, advertising and other materials that carry a Name, Logo or other trademark of Seller (collectively, the “Marked Materials”). Notwithstanding Section 3.4(a), Buyer agrees that, in connection with its use of such inventory and Marked Materials, it will sticker or otherwise change or cover the Name, Logo or Seller xxxx to the reasonable satisfaction of Buyer prior to sale, distribution or publication thereof, and Seller agrees that subject to such change, stickering or covering occurring, use of such inventory or Marked Materials by Buyer will not violate any rights of Seller. With respect to (a) Marked Materials in paper form, and (b) products bearing a Name, Logo or Seller xxxx, in each case where stickering is not practicable, Buyer shall, in good faith, use its commercially reasonable efforts to discontinue their use as soon as reasonably possible and, subject to the foregoing, Buyer shall have the right to use such inventory and Marked Materials, for a six month period following the Closing Date; provided, however, that notwithstanding the foregoing, no inventory or Marked Materials that carry a Name, Logo or other trademark of Seller may be shipped or distributed by Buyer following the Closing with respect to any shipment, sale or purchase order for which an export license is required to fulfill such shipment, sale or purchase order unless such inventory or Marked Materials are stickered or otherwise changed to the satisfaction of Buyer.
Use of Business Names by Buyer. (a) Buyer acknowledges that Seller has the absolute and exclusive proprietary right to all names, marks, trade names, trademarks, service names and service marks (collectively, "Names") incorporating "Adaptive Broadband" or any similar Name and to all corporate symbols or logos (collectively, "Logos") incorporating Adaptive Broadband or any similar name. All rights of Seller and its Affiliates to the same and the goodwill represented thereby and pertaining thereto are being retained by Seller. Buyer agrees that it will not, and will cause the Business not to, use the Adaptive Broadband Name or the Name "California Microwave" or any similar Names or any Logo incorporating such Names or any similar Names in any manner, including in connection with the sale of any products or services or otherwise in the conduct of the Business, except as expressly permitted by subsection (b) of this Section 7.4.
Use of Business Names by Buyer. From and after the Closing Date, ------------------------------ Seller acknowledges that Buyer has the absolute and exclusive proprietary right to the name "Echelon" as used in relation to the Assets or any name confusingly similar to the foregoing and to all trademarks, trade names, logos and signage incorporating "Echelon" or any name confusingly similar to the foregoing. All rights of Seller and its respective affiliates in and to any trademarks, trade names, logos, tag lines and signage incorporating "Echelon" and the goodwill represented thereby and pertaining thereto have been assigned to Buyer pursuant to this Agreement. Accordingly, Seller agrees that it will not, and will cause its affiliates not to, use (i) the name
Use of Business Names by Buyer. To the extent the trademarks, service marks, brand names or trade, corporate or business names of any Seller are used by the GEMS Sensors Segment or the Business on stationery, signage, invoices, receipts, forms, packaging, advertising and promotional materials, product, training and service literature and materials, computer programs or like materials ("Marked Materials") or appear on Inventory at the Closing, Buyers may use such Marked Materials or sell such Inventory after the Closing for a period of one year without altering or modifying such Marked Materials or Inventory, or removing such trademarks, service marks, brand names, or trade, corporate or business names, but Buyers shall not thereafter use such trademarks, service marks, brand names or trade, corporate or business names in any other manner without the prior written consent of any Seller. Buyers may use the Imo "Swirl" in connection with the Gems Sensors Trademark for a period of two years following the closing date, but Buyer shall not
Use of Business Names by Buyer. (a) Buyer acknowledges that Sellers have asserted the absolute and exclusive proprietary right to all names, marks, trade names, trademarks, service names and service marks (collectively, "Names") incorporating "Kaiser" or "Kaiser Engineers" or any similar Name and to all corporate symbols or logos (collectively, "Logos") incorporating "Kaiser" or "Kaiser Engineers" or any similar Name. All rights of Sellers and its Affiliates to the same and the goodwill represented thereby and pertaining thereto are being retained by Sellers. Buyer agrees that it will not, and will cause the Business not to, use the Kaiser or Kaiser Engineers Name or any similar Name or any Logo incorporating such Name or any similar Name in any manner, including in connection with the sale of any products or services or otherwise in the conduct of the Business, except as expressly permitted by subsection (b) of this Section 7.2.
(b) Buyer shall not use in any manner the Kaiser and Kaiser Engineers Names and the Kaiser and Kaiser Engineers Logos incorporating such Names except to the extent provided pursuant to the Kaiser Trademark License Agreement. At all times following the Closing, Buyer shall not indicate that Buyer or the Business is affiliated with any Seller or any of its Affiliates.
Use of Business Names by Buyer. (b) For a period of six (6) months from the Closing Date (the "Window ------ Period"), Seller shall and hereby irrevocably grants, effective as of the ------ Closing Date, on a fully-paid, royalty-free basis, to Xxxxxxx and Buyer the right to use the Adaptive Broadband Logo and the Adaptive Broadband Name in connection with the operation of the Business as currently conducted including, during the Window Period, to (i) use any molds or castings included in the equipment or machinery included in the Assets despite the appearance thereon and on the products manufactured therewith of the Adaptive Broadband Name or the Adaptive Broadband Logo, (ii) market and sell all such products produced by the Business and (iii) use any other assets on hand included in the Assets, including any catalogs, invoices, packaging material or stationery, bearing the --------- Adaptive Broadband Name or Adaptive Broadband Logo (provided, however, that each -------- ------- of Xxxxxxx and Buyer shall use its commercially reasonable efforts to cease its use of the Adaptive Broadband Name and the Adaptive broadband Logo within three months). Immediately upon the expiration of the Window Period, Xxxxxxx and Buyer shall cease to use in any manner the Adaptive Broadband Name or the Adaptive Broadband Logo incorporating such Name and remove or obliterate such Name or the Adaptive Broadband Logo from any molds, castings, products or other assets and clearly and prominently xxxx the new name of the Business thereon. At all times following the Closing, each of Xxxxxxx and Buyer shall not indicate that Xxxxxxx or Buyer or the Business is affiliated with Seller or any of its affiliates.
Use of Business Names by Buyer. (a) Buyer acknowledges that Seller has the absolute and exclusive proprietary right to all names, marks, trade names, trademarks, service names and service marks incorporating "Adaptive Broadband" or any similar name and to all logos incorporating Adaptive Broadband or any similar name. All rights of Seller and its Affiliates to the same and the goodwill represented thereby and pertaining thereto are being retained by Seller. Buyer agrees that it will not, and will cause the Business not to, use the Adaptive Broadband name, the
Use of Business Names by Buyer. To the extent the trademarks, service marks, brand names or trade, corporate or business names of Maxxim or of any of Maxxim's divisions are printed on the Assets ("Marked Materials"), Buyer may use or sell such Marked Materials after Closing for a period of six (6) months without altering or modifying such Marked Materials, or removing such trademarks, service marks, brand names, or trade, corporate or business names, but Buyer shall not otherwise or thereafter use such trademarks, service marks, brand names or trade, corporate or business names in any other manner without the prior written consent of Maxxim, provided however that Buyer maintains the traceability as to its purchase, manufacture and subsequent sale of all such raw materials, components and finished goods as the case may be.
