Common use of Use of Business Names by Buyer Clause in Contracts

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) Subject to Section 3.4(b)From and after the Closing Date, Buyer Seller acknowledges that Seller Buyer has the absolute and exclusive proprietary right to all Names incorporating “REMEC” the name "Echelon" as used in relation to the Assets or any name confusingly similar Name to the foregoing and to all Logos trademarks, trade names, logos and signage incorporating REMEC "Echelon" or any name confusingly similar nameto the foregoing. All rights of Seller and its Affiliates respective affiliates in and to the same any trademarks, trade names, logos, tag lines and signage incorporating "Echelon" and the goodwill represented thereby and pertaining thereto are being retained by Sellerhave been assigned to Buyer pursuant to this Agreement. Buyer Accordingly, Seller agrees that it will not, and will cause its affiliates not to, use (i) the REMEC Name name "Echelon" or any name confusingly similar Names or Logos incorporating such Names to the foregoing or any trademark, logo, tag lines or signage incorporating the name "Echelon" or any name confusingly similar Names to the foregoing and (ii) the Intellectual Property 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”)its business. 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 for a period of 180 days after the Closing Date, Seller shall have the right to use such inventory the word "Echelon" as its tradename, but only for the purposes of identifying itself as the appropriate business entity in dealing with third Persons (i) to facilitate the sale of the Assets to Buyer and Marked Materialsthe transfer of the Other Assets to the Other Buyer and (ii) in connection with the management of, 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 and any sale to any shipmentthird party purchaser of, 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 Seller's interest in the assets subject to the satisfaction Excepted Leases, and not for any other purpose, including, without limitation, use of Buyer"Echelon" as a trademark for the purpose of marketing or promoting any product or service.

Use of Business Names by Buyer. (a) Subject to Section 3.4(b)From and after the Closing Date, Buyer Seller acknowledges that Seller Buyer has the absolute and exclusive proprietary right to all Names incorporating “REMEC” the name "Echelon" as used in relation to the Assets or any name confusingly similar Name to the foregoing and to all Logos trademarks, trade names, logos and signage incorporating REMEC "Echelon" or any name confusingly similar nameto the foregoing. All rights of Seller and its Affiliates respective affiliates in and to the same any trademarks, trade names, logos, tag lines and signage incorporating "Echelon" and the goodwill represented thereby and pertaining thereto are being retained by Sellerhave been assigned to Buyer pursuant to this Agreement. Buyer Accordingly, Seller agrees that it will not, and will cause its affiliates not to, use (i) the REMEC Name name "Echelon" or any name confusingly similar Names or Logos incorporating such Names to the foregoing or any trademark, logo, tag lines or signage incorporating the name "Echelon" or any name confusingly similar Names to the foregoing and (ii) the Intellectual Property 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”)its business. 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 for a period of 180 days after the Closing Date, Seller shall have the right to use such inventory the word "Echelon" as its trade name, but only for the purposes of identifying itself as the appropriate business entity in dealing with third Persons (i) to facilitate the sale of the Assets to Buyer and Marked Materialsthe transfer of the Other Assets to the Other Buyer and (ii) in connection with the management of, 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 and any sale to any shipmentthird party purchaser of, 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 Seller's interest in the assets subject to the satisfaction Excepted Leases, and not for any other purpose, including, without limitation, use of Buyer"Echelon" as a trademark for the purpose of marketing or promoting any product or service.

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 '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 mxxx 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 xxxxmxxx, 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.