Use of Certain Marks. MLIM Parent and BlackRock shall use their reasonable best efforts, and shall cause any applicable Controlled Affiliates to use their reasonable best efforts, to enter into the License Agreement as of the Closing Date.
Use of Certain Marks. (a) Following the Closing, Buyer shall cause the Companies and their Subsidiaries to, as soon as practicable, but in no event later than nine (9) months following the Closing Date, cease to (i) make any use of any names or Trademarks that include the terms (A) “Cendant” or “Cendant Corporation,” or any Trademarks set forth in Section 4.14(a) of the Seller Disclosure Schedule, and (B) any names or Trademarks related thereto or containing or comprising the foregoing, including any names or Trademarks confusingly similar thereto or dilutive thereof (the “Cendant Marks”), and (ii) hold themselves out as having any affiliation with Seller or any of its Affiliates; provided, however, that the Companies and their Subsidiaries may make use of Cendant Marks in accordance with the express terms of any applicable Affinity Partner Contract between Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries), on the one hand, and the Companies or any of their Subsidiaries, on the other hand. In furtherance thereof, as soon as practicable but in no event later than six (6) months following the Closing Date, Buyer shall cause each of the Companies and the Subsidiaries to remove, strike over or otherwise obliterate all Cendant Marks from all assets and other materials owned by the Companies and their Subsidiaries, including, without limitation, any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by the Companies or any of their Subsidiaries of any of the Cendant Marks as permitted in this Section 4.14(a) is subject to their compliance with the quality control requirements and guidelines in effect for the Cendant Marks as of the Closing Date.
Use of Certain Marks. Not later than the earlier to occur (a) the 30th day following the expiration or earlier termination of the License pursuant to this Article IV and (b) the last day of the six month period commencing on the License Trigger Date, the Company shall, and shall cause each of its present and future direct and indirect Subsidiaries the corporate, partnership, trade name or d/b/a of which includes the word "AmerUs" or any variant or derivative thereof, to amend their respective charter or other organizational documents to change each such entity's name to one which does not include the word "AmerUs" or any variant or derivative thereof. Not later than the last day of the six month period commencing on the License Trigger Date, the Company shall, and shall cause each of the Designated Subsidiaries to, discontinue all use of the Marks, except for the use of the "AmerUs" name to the limited extent permitted by Section 4.6(b) hereof.
Use of Certain Marks. Effective as of the Closing, Seller hereby grants to Buyer a non-exclusive, worldwide, fully paid-up, non-assignable and non-sub-licensable, license for a period of two years after the Closing Date to use the marks set forth on Schedule 6.13 solely in connection with the sale by Buyer of Finished Goods and solely to the extent such xxxx is included as of the Closing on such Finished Goods acquired hereunder. Effective as of the Closing, Seller hereby grants to Buyer a non-exclusive, worldwide, fully paid-up, non-assignable and non-sub-licensable, license during the Manufacturing Term to use the marks set forth on Schedule 6.13 solely in connection with the sale by Buyer of Finished Goods manufactured under the Manufacturing Agreement, provided that Buyer shall use commercially reasonable efforts to cease, as promptly as possible following the Closing, to use such marks in the sale of such Finished Goods. Except as provided in this Section 6.13, neither Buyer nor its Affiliates shall have any right to use any of Seller’s or its Affiliates’ corporate names, trade names, trademarks or servicemarks or other Intellectual Property.
Use of Certain Marks. Drawbridge shall cause Cardio and its Subsidiaries to, in no event later than the third (3rd) anniversary of the Closing Date, cease to (i) make any use of any names or Trademarks that include the terms (A) “Iroko” or any other Trademark set forth in Section 4.6 of the Disclosure Letter, and (B) any names or Trademarks related thereto or containing or comprising the foregoing, including any names or Trademarks confusingly similar thereto or dilutive thereof (the “Iroko Marks”), and (ii) hold themselves out as having any affiliation with Buyer or the Company or any of their current or former Affiliates. In furtherance thereof, in no event later than the third (3rd) anniversary of the Closing Date, Drawbridge shall cause Cardio and its Subsidiaries to (i) remove, strike over or otherwise obliterate all Iroko Marks from all assets and other materials owned by Cardio and its Subsidiaries, including, any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, and (ii) take such steps necessary to amend Cardio’s organizational documents to no longer include “Iroko.” Any use by Drawbridge, Cardio and their Subsidiaries of the Iroko Marks as permitted in this Section 4.6 is subject to their use of the Iroko Marks in a form and manner, and with standards of quality, of that in effect for the Iroko Marks as of the Closing Date. Drawbridge shall cause Cardio and its Subsidiaries not to use the Iroko Marks in a manner that would reasonably be expected to reflect negatively on the Iroko Marks or on Buyer or its Affiliates. Buyer shall have the right to terminate the foregoing license, effective immediately, if Drawbridge, Cardio or their Subsidiaries fail to comply with the foregoing terms and conditions. Drawbridge shall indemnify and hold harmless Buyer and any of its Affiliates for any Losses arising from or relating to the use by Drawbridge, Cardio and their Subsidiaries of the Iroko Marks pursuant to this Section 4.6.
Use of Certain Marks. The Purchaser acknowledges that, from and after the Closing, the Seller and its Affiliates (other than the Acquired Companies) will have and retain the absolute and exclusive proprietary right to all of the Seller Marks. After the Closing, neither the Purchaser, nor any Acquired Company, will use any Seller Marks or any logos, trademarks or trade names licensed to the Seller by the International Olympic Committee (unless Purchaser licenses such rights), including in or on any of the Purchaser’s or any Acquired Company’s properties, literature, signage, sales materials or products or otherwise in connection with the marketing, sales and distribution of any goods or services, except as permitted by (and in accordance with the terms and conditions of) the Supply Agreement.
Use of Certain Marks. (a) As promptly as practicable but in no event later than ninety (90) days after the Closing Date, Purchaser shall completely and permanently obliterate or remove all Retained Business Marks from all Purchased Assets. On and after the Closing Date, except as expressly otherwise set forth in this Section 5.6, Purchaser shall not and shall not permit any Affiliate to (i) use any Retained Business Mark or (ii) in any way represent that it is, or otherwise hold itself out as being, affiliated with the Parent Group.
(b) Purchaser shall not be entitled to use any Retained Business Marks together with the Purchased Assets or any other trademarks, service marks, trade dress or logos on any stationery or advertising or in any other form or documentation. As soon as practicable after the Closing Date and not later than ninety (90) days thereafter, Purchaser shall cause the Business to take all actions necessary to change any names under which it conducts business to names that do not use any Retained Business Mark or any name confusingly similar to a Retained Business Mark.
(c) Retained Business Marks are vested in and shall remain vested in Seller or the applicable member of the Parent Group and, notwithstanding anything to the contrary herein, Purchaser shall not obtain any right, title, or interest in, or to, Retained Business Marks. Purchaser hereby acknowledges and agrees that neither it nor the Business nor any Affiliate of Purchaser shall acquire any goodwill, rights or benefits arising from any use of Retained Business Marks and that all such goodwill, rights and benefits shall accrue absolutely to Seller or the applicable member of the Parent Group.
Use of Certain Marks. Following the Closing, Buyer shall cause the Target Company to, as soon as practicable, but in no event later than ninety (90) days following the Closing Date, cease to (i) make any use of any names or Trademarks that include the terms (A) “Landmark”, “Landmark Media Enterprises” or “Landmark Television”, or any other Trademark used by Seller or any of its Affiliates (other than the Target Company), and (B) any names or Trademarks related thereto or containing or comprising the foregoing, including any names or Trademarks confusingly similar thereto or dilutive thereof (the “Seller Marks”), and (ii) hold themselves out as having any affiliation with Seller or any of its Affiliates. In furtherance thereof, as soon as practicable but in no event later than ninety (90) days following the Closing Date, Buyer shall cause the Target Company to remove, strike over or otherwise obliterate all Seller Marks from all assets and other materials owned by the Target Company, including, without limitation, any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by the Target Company of any of the Seller Marks as permitted in this Section 5.13 shall be subject to the Target Company’s compliance with Seller’s quality control requirements and guidelines.
Use of Certain Marks. (a) Subject to Section 5.11(b), Buyer agrees that neither it nor its Affiliates will use the PwC Name to identify their goods or services, and each of them hereby expressly waives the right to assert a defense of fair use with respect to any such uses.
(b) For a period of one (1) year after the Closing Date, Seller hereby agrees, and shall cause its Affiliates over which it has control, not to assert (and shall use its reasonable commercial efforts to cause its other Affiliates not to assert) a claim of infringement, unfair competition or dilution with respect to the use in the United States by Buyer of precisely the following phrase in connection with the goods and services (including in promotional, advertising and marketing materials) of the Business: "formerly a U.S. PricewaterhouseCoopers business"; provided, that such phrase appears in a typeface and style dissimilar from that used by Seller and its Affiliates. By way of example and not limitation, the foregoing covenant of forbearance by Seller does not apply to the use by Buyer or its Affiliates of any logo, symbol, typeface or style of Seller or its Affiliates or of any other phrase or xxxx. Buyer acknowledges that it has been informed by Seller that control of use of the above phrase is vested in a trust over which Seller has no control, that Seller makes no representations or warranties as to the actions of said trust with respect to the use above specified and that Buyer assumes the risks attendant to such use vis a vis such trust.
Use of Certain Marks. Following the Closing, Seller hereby grants to Purchaser and the Company a non-exclusive, royalty-free, fully paid-up, worldwide, right and license to use
