Common use of Use of Certain Marks Clause in Contracts

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. (a) Following the Closing, Buyer shall cause the Companies Company and their its Subsidiaries to, as soon as practicable, but in no event later than nine thirty (930) months days following the Closing Date, cease to (i) make any use of any names names, logos or Trademarks that include or are derived from the terms (A) “CendantCDI” or “Cendant CDI Corporation,” (which shall include capitalized versions of such names), or any other Trademark used by Seller or any of its Affiliates or former Affiliates (other than the Company and its Subsidiaries but including any Persons that have ceased to be Subsidiaries of Seller), including without limitation those material families of Trademarks set forth in Section 4.14(a) 4.12 of the Seller Company Disclosure ScheduleLetter, and (B) any names names, logos or Trademarks related thereto or containing or comprising the foregoing, including any names names, logos or Trademarks confusingly similar thereto or dilutive thereof (the “Cendant CDI Marks”), and (ii) hold themselves out as having any affiliation with Seller or any of its current or former 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 thirty (630) months days following the Closing Date, Buyer shall (x) cause each of the Companies Company and the its Subsidiaries to remove, strike over or otherwise obliterate all Cendant CDI Marks from all assets and other materials owned by the Companies Company and their its 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 systemssystems and (y) cease the reordering, production and reproduction of any such assets and other materials that include any CDI Marks. Any use by the Companies Company or any of their its Subsidiaries of any of the Cendant CDI Marks as permitted in this Section 4.14(a) 4.12 is subject to their compliance with the quality control requirements and guidelines in effect for the Cendant CDI Marks as of the Closing Date.