Common use of Use of Certain Names Clause in Contracts

Use of Certain Names. (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (45) days following the Closing, Buyer shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) (collectively, the “Sellers Marks”), including eliminating the Sellers Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b), from and after the Closing, Buyer shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days after the Closing Date, Buyer shall cause each Acquired Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; and (ii) within sixty (60) days after the Closing Date, Buyer shall provide evidence to Sellers, in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (45) Within 10 days following the Closing, Buyer shall cause each Acquired the Project Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words name “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial EnterprisesLS Power” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) thereof (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Seller Marks from the Owned Real Property, Property and Assets of the Leased Real Property, the Purchased Assets and the other Coal Project Assets Company and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Company bearing the Sellers Seller Marks. Except to the extent expressly permitted by this Section 6.4(a) , and Section 6.4(b), from and after the Closingthereafter, Buyer shall not, and shall cause each Acquired the Project Company and their its Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any logos, trademarks, trade names, patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Companyany Affiliate thereof, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners Affiliates and the Coal Participant Project Operators Company have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Within 3 Business Days after the Closing Date, Buyer shall cause each Acquired the Project Company whose name contains any of the Sellers Seller Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; andSeller Marks. (ii) within sixty (60) Within 30 days after the Closing Date, Buyer shall provide evidence to SellersSeller, in a format that is reasonably acceptable to SellersSeller, that Buyer has made all filings with each Governmental Authority to change names as required by the Governmental Authorities pursuant to clause (ai) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies Project Company and the Purchased Assets of the Project Company to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license Notwithstanding Buyer’s right to use the “Duke Energy” trademark, together with Seller Marks for the goodwill symbolized by such trademark (the “Licensed Xxxx”time periods set forth in Section 6.4(a), Buyer acknowledges and agrees as part follows: (i) neither Buyer nor any of its Affiliates (including the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following Project Company after the Closing Date) shall be deemed an agent, subject representative or joint venture partner of Seller; (ii) Seller shall retain sole and exclusive ownership of the Seller Marks, and all goodwill and rights related thereto; (iii) all use of the Seller Marks by Buyer and its Affiliates (including the Project Company after the Closing Date) shall inure exclusively to extension in accordance the benefit of Seller; (iv) Buyer and its Affiliates (including the Project Company after the Closing Date) shall take no action inconsistent with Seller’s rights, or the rights of any of Seller’s Affiliates, with respect to the Seller Marks; (v) Buyer and its Affiliates (including the Project Company after the Closing Date) shall maintain, or cause to be maintained, the quality of the respective goods and services associated with the Transition License Agreement (the “License Period”), solely in the conduct use of the Business of Seller Marks by Buyer or its Affiliates at substantially the Retail Company in the ordinary course of business substantially as conducted same level maintained by the Retail Company Seller or its respective Affiliates immediately prior to the Closing Date pursuant Date; (vi) Buyer and its Affiliates (including the Project Company after the Closing Date) shall not engage in any conduct or take part in any activity that would be reasonably likely to and as further set forth (A) impair the validity or enforceability of the Seller Marks, (B) dilute the distinctiveness of the Seller Marks, (C) disparage the Seller Marks or (D) be considered an infringement or other violation of the rights of Mirant, Seller or their respective Affiliates in the Transition License Agreement Seller Marks; (vii) Buyer and its Affiliates (including the “Transition License”). The Transition License Project Company after the Closing Date) shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or not co-brand any of their Affiliates breaches goods or services (or communications describing such goods or services) using any of the terms or conditions set forth in this Section 6.4(bSeller Marks; and (viii) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding notwithstanding anything to the contrary contained in this AgreementArticle X, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closingand irrespective of such Article X, Buyer shallshall indemnify, defend and hold harmless the Seller Indemnified Parties from, against, and shall cause in respect of, any and all Losses incurred or suffered by Seller or Indemnified Party to the Acquired Companies to, cease using extent arising out of or relating to any name that includes use of any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) Seller Marks by Buyer or any similar words that would raise a reasonable likelihood of confusion with its Affiliates (including the Specified Marks, and Buyer acknowledges that from and Project Company after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified MarksDate).

Use of Certain Names. (a) Except As soon as otherwise expressly provided in Section 6.4(b), within forty-five (45) days practicable following the each Applicable Closing, Buyer shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) (collectively, the “Sellers Marks”), including eliminating the Sellers Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b), from and after the Closing, Buyer shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have but in no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days after the Closing Date, Buyer shall cause each Acquired Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; and (ii) within sixty (60) days after the Closing Date, Buyer shall provide evidence to Sellers, in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of event later than ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at after such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Applicable Closing, Buyer shall, and shall cause the applicable Acquired Companies Entities to, cease using and permanently discontinue any name that includes and all uses of the names “Crestwood” and any trade name, trademark, service xxxx, logo or internet domain comprising the foregoing, and all derivatives and formulations thereof as used by the applicable Acquired Entities, in connection with the conduct of the business of the applicable Acquired Entities (the “CW Seller Marks”) and any colorable imitations thereof, and remove or cover all CW Seller Marks from, or destroy, any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials in the applicable Acquired Entities’ possession or under the applicable Acquired Entities’ control bearing any of the namesCW Seller Marks, logosand provide the Sellers with written confirmation thereof. As soon as practicable following each Applicable Closing, trademarksbut in no event later than thirty (30) days after such Applicable Closing, Buyer shall, and shall cause the applicable Acquired Entities to, cease and permanently discontinue any and all uses of the names “Consolidated Edison”, “Con Edison” and any trade namesname, patents trademark, service xxxx, logo or other Intellectual Property set forth on Schedule 6.4(e) internet domain comprising the foregoing, and all derivatives and formulations thereof as used by the applicable Acquired Entities, in connection with the conduct of the business of the applicable Acquired Entities (the “Specified Con Ed Seller Marks” and together with the CW Seller Marks, the “Seller Marks”) and any colorable imitations thereof, and remove or cover all Con Ed Seller Marks from, or destroy, any similar words that would raise a reasonable likelihood publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials in the applicable Acquired Entities’ possession or under the applicable Acquired Entities’ control bearing any of confusion with the Specified Con Ed Seller Marks, and provide the Sellers with written confirmation thereof. In no event shall Buyer or any of its Affiliates use any of the Seller Marks after each Applicable Closing in any manner or for any purpose different from the use of such Seller Marks by the applicable Acquired Entities preceding such Applicable Closing, and neither Buyer nor any of its Affiliates shall affix any of the Seller Marks or any colorable imitations thereof on any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials that are created or produced after such Applicable Closing. Buyer expressly acknowledges and confirms that from and after Buyer shall not receive any right, title or interest in or to the Closing itSeller Marks, its Affiliates, except the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever limited right to use Seller Marks as provided above for the Specified Markssole purpose of permitting Buyer to complete the phase out of such use in strict compliance with this Section 6.11.

Use of Certain Names. (a) Except as otherwise expressly provided in this Section 6.4(b)6.14, within forty-five (45) days following the Closing, Buyer the Purchaser shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words “DECAMDynegy,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial EnterprisesDYN” and any word or expression similar thereto or constituting an abbreviation or extension thereof, thereof and all trademarks, trade names, logos and symbols relating to Sellers the Seller or Non-Company Affiliatesits Affiliates (other than the Acquired Company), including those set forth on in Section 6.14(a) of the Seller Disclosure Schedule 6.4(a) (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Seller Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets Property and the other Coal Project Assets Facility and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Company bearing the Sellers Seller Marks. Except to the extent expressly permitted by this Section 6.4(a6.14(a) and Section 6.4(b), 6.14(b) from and after the Closing, Buyer the Purchaser shall not, and shall cause each the Acquired Company and their its Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired CompanyMarks, and Buyer the Purchaser acknowledges that it, its Affiliates, Affiliates and the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Company have no rights whatsoever to use such Sellers the Seller Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven forty-five (745) Business Days days after the Closing Date, Buyer the Purchaser shall cause each the Acquired Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Seller Marks and to amend all of the organizational documents Organizational Documents of such the Acquired Company to eliminate such Sellers Seller Marks from the name of such the Acquired Company; and (ii) within sixty (60) days after the Closing Date, Buyer upon written request from the Seller, the Purchaser shall provide evidence to Sellersthe Seller, in a format that is reasonably acceptable to Sellersthe Seller, that Buyer the Purchaser has made all filings required by the Governmental Authorities Entities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities Entities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies Company and the Purchased Assets Facility to Buyer the Purchaser and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer the Purchaser or the Acquired Companies Company to the extent expressly permitted pursuant to this Section 6.46.14, Buyer the Purchaser shall and shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ the Seller’s and their Non-Company its Affiliates’ (other than the Acquired Company) quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer the Purchaser or any the Acquired Company by Sellers the Seller from time to time during the use of the Sellers Seller Marks in accordance with this Section 6.46.14. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. (a) Except As soon as otherwise expressly provided reasonably practicable, but in Section 6.4(b), any event within forty-five forty (4540) days following the Closing, Buyer Purchaser shall, and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to to, cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word as trademarks or expression similar thereto or constituting an abbreviation or extension thereof, and source identifiers of Purchaser’s business all trademarks, trade names, logos and symbols relating to Sellers or other indicia of origin owned by Seller or the Non-Company Affiliates, including those set forth on in Schedule 6.4(a5.9(a) of the Seller Disclosure Schedules (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Seller Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets Property and the other Coal material assets of the Project Assets Companies, and disposing of any unused stationery and literature of the Acquired CompaniesCompanies bearing the Seller Marks. Purchaser acknowledges and Seller represents that, as between the Parties, the Coal Project CoSeller Marks are owned exclusively by Seller or the Non-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except Company Affiliates, and, except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b5.9(a), from and after the Closing, Buyer Purchaser shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer Purchaser or an Acquired Company, and Buyer Purchaser acknowledges that it, its Affiliates, Affiliates and the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Companies have no rights whatsoever to use such Sellers the Seller Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven thirty (730) Business Days days after the Closing Date, Buyer Purchaser shall cause each Acquired Company whose name contains any of the Sellers Seller Marks to make all filings required by the Governmental Entities to change its name to a name that does not contain any of the Sellers Seller Marks and to amend all of the organizational documents of such . 43 Acquired Company to eliminate such Sellers Seller Marks from the name of such Acquired Company; and (ii) within sixty forty (6040) days after the Closing Date, Buyer Purchaser shall provide evidence to Sellers, Seller in a format that is reasonably acceptable to Sellers, Seller that Buyer Purchaser has made all filings required by the Governmental Authorities Entities pursuant to clause subsection (aa)(i) above and has provided notice to all applicable Governmental Authorities Entities and all counterparties to the Company Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses address for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer Purchaser or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.45.9, Buyer Purchaser shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ Seller’s and their the Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be that have been provided to Buyer Purchaser or any Acquired Company by Sellers from time to time during the use as of the Sellers Marks in accordance with this Section 6.4Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (45) Within 10 days following the Closing, Buyer shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal the Project Co-Owner and each Coal Participant Project Operator) Companies to cease using the words name “DECAMMirant,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) thereof (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Seller Marks from the Owned Real Property, Property and Assets of the Leased Real Property, the Purchased Assets and the other Coal Project Assets Companies and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Companies bearing the Sellers Seller Marks. Except to the extent expressly permitted by this Section 6.4(a) , and Section 6.4(b), from and after the Closingthereafter, Buyer shall not, and shall cause each Acquired Company the Project Companies and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any logos, trademarks, trade names, patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Companyany Affiliate thereof, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners Affiliates and the Coal Participant Project Operators Companies have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Within 3 Business Days after the Closing Date, Buyer shall cause each Acquired Project Company whose name contains any of the Sellers Seller Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; andSeller Marks. (ii) within sixty (60) Within 30 days after the Closing Date, Buyer shall provide evidence to SellersSeller, in a format that is reasonably acceptable to SellersSeller, that Buyer has made all filings with each Governmental Authority to change names as required by the Governmental Authorities pursuant to clause (ai) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Project Companies and the Purchased Assets of the Project Companies to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license Notwithstanding Buyer’s right to use the “Duke Energy” trademark, together with Seller Marks for the goodwill symbolized by such trademark (the “Licensed Xxxx”time periods set forth in Section 6.4(a), Buyer acknowledges and agrees as part follows: (i) neither Buyer nor any of its Affiliates (including the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following Project Companies after the Closing Date) shall be deemed an agent, subject representative or joint venture partner of Seller; (ii) Seller shall retain sole and exclusive ownership of the Seller Marks, and all goodwill and rights related thereto; (iii) all use of the Seller Marks by Buyer and its Affiliates (including the Project Companies after the Closing Date) shall inure exclusively to extension in accordance the benefit of Seller; (iv) Buyer and its Affiliates (including the Project Companies after the Closing Date) shall take no action inconsistent with Seller’s rights, or the rights of any of Seller’s Affiliates, with respect to the Seller Marks; (v) Buyer and its Affiliates (including the Project Companies after the Closing Date) shall maintain, or cause to be maintained, the quality of the respective goods and services associated with the Transition License Agreement (the “License Period”), solely in the conduct use of the Business of Seller Marks by Buyer or its Affiliates at substantially the Retail Company in the ordinary course of business substantially as conducted same level maintained by the Retail Company Seller or its Affiliates immediately prior to the Closing Date pursuant Date; (vi) Buyer and its Affiliates (including the Project Companies after the Closing Date) shall not engage in any conduct or take part in any activity that would be reasonably likely to and as further set forth (A) impair the validity or enforceability of the Seller Marks, (B) dilute the distinctiveness of the Seller Marks, (C) disparage the Seller Marks or (D) be considered an infringement or other violation of the rights of Seller or its Affiliates in the Transition License Agreement Seller Marks; (vii) Buyer and its Affiliates (including the “Transition License”). The Transition License Project Companies after the Closing Date) shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or not co-brand any of their Affiliates breaches goods or services (or communications describing such goods or services) using any of the terms or conditions set forth in this Section 6.4(bSeller Marks; and (viii) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding notwithstanding anything to the contrary contained in this AgreementArticle X, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closingand irrespective of such Article X, Buyer shallshall indemnify, defend and hold harmless the Seller Indemnified Parties from, against, and shall cause in respect of, any and all Losses incurred or suffered by a Seller Indemnified Party to the Acquired Companies to, cease using extent arising out of or relating to any name that includes use of any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) Seller Marks by Buyer or any similar words that would raise a reasonable likelihood of confusion with its Affiliates (including the Specified Marks, and Buyer acknowledges that from and Project Companies after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified MarksDate).

Use of Certain Names. (a) Except as otherwise expressly provided in this Section 6.4(b)6.15, within forty-five (45) days following the Closing, Buyer the Purchaser shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) Companies to cease using the words “DECAMDynegy,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial EnterprisesDYN” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers the Seller or Non-Company Affiliatesits Affiliates (other than the Acquired Companies), including those set forth on in Section 6.15(a) of the Seller Disclosure Schedule 6.4(a) (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Seller Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets Property and the other Coal Project Assets Facilities and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Companies bearing the Sellers Seller Marks. Except to the extent expressly permitted by this Section 6.4(a6.15(a) and Section 6.4(b6.15(b), from and after the Closing, Buyer the Purchaser shall not, and shall cause each the Acquired Company Companies and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired CompanyMarks, and Buyer the Purchaser acknowledges that it, its Affiliates, Affiliates and the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Companies have no rights whatsoever to use such Sellers the Seller Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven forty-five (745) Business Days days after the Closing Date, Buyer the Purchaser shall cause each Acquired Company whose name contains any of the Sellers Seller Marks to change its name to a name that does not contain any of the Sellers Seller Marks and to amend all of the organizational documents Organizational Documents of such Acquired Company to eliminate such Sellers Seller Marks from the name of such Acquired Company; and (ii) within sixty (60) days after the Closing Date, Buyer upon written request from the Seller, the Purchaser shall provide evidence to Sellersthe Seller, in a format that is reasonably acceptable to Sellersthe Seller, that Buyer the Purchaser has made all filings required by the Governmental Authorities Entities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities Entities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets Facilities to Buyer the Purchaser and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer the Purchaser or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.46.15, Buyer the Purchaser shall and shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) Companies to comply with, in all respects, all of Sellers’ the Seller’s and their Non-Company its Affiliates’ (other than the Acquired Companies) quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer the Purchaser or any Acquired Company by Sellers the Seller from time to time during the use of the Sellers Seller Marks in accordance with this Section 6.46.15. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. (a) Except As soon as otherwise expressly provided reasonably practicable, but in Section 6.4(b), any event within forty-five ninety (4590) days following the Closing, Buyer shall, and shall cause each Acquired the Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to Entities to, cease using the words Trademarks set forth in Section 6.14(a) of the Seller Disclosure Schedule (collectively, the “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” Seller Trademarks”), and any word words or expression expressions either confusingly similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) thereof that would raise a reasonable likelihood of confusion with the Seller Trademarks (collectively, the “Sellers Seller Marks”), including eliminating provided that the Sellers Marks from restrictions under this Section 6.14 shall not apply to the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature use of the Acquired Companiesword “energy”. Buyer acknowledges that the Seller Trademarks are owned exclusively by Seller or its Affiliates, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except and, except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b6.14(a), from and after the Closing, Buyer shall not, and shall cause each Acquired the Company Entities and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents Seller Trademarks or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Companyany Company Entity (“Excluded Intellectual Property”), and Buyer acknowledges that that, unless otherwise expressly provided in this Agreement or any other Transaction Documents, it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners Affiliates and the Coal Participant Project Operators Company Entities have no rights whatsoever to use such Sellers Marks, patents the Seller Trademarks or other Excluded Intellectual Property. Without limiting the foregoing: (i) within seven Within thirty (730) Business Days days after the Closing Date, Buyer shall cause each Acquired Company Entity whose name contains any of the Sellers Marks Seller Trademarks to change its name to a name that does not contain any of the Sellers Marks Seller Marks, to make all necessary filings with relevant Governmental Authorities to change its name to a name that does not contain any of the Seller Marks, and to amend all of the organizational documents of such Acquired Company Entity to eliminate such Sellers Seller Marks from the name of such Acquired CompanyCompany Entity; (ii) Within fifteen (15) days after the name change contemplated in clause (i) above is completed, Buyer shall provide evidence to Seller in a format that is reasonably acceptable to Seller that Buyer has made all filings to Governmental Authorities required by clause (i) above; and (iiiii) within sixty Within ninety (6090) days after the Closing Date, Buyer shall provide evidence and shall cause each Company Entity to Sellerseliminate the Seller Trademarks from its Real Property and any other material assets, in a format that is reasonably acceptable and to Sellers, that Buyer has made all filings required by dispose of any unused stationery and literature of such Company Entity bearing the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposesSeller Trademarks. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer or the Acquired Companies Company Entities to the extent expressly permitted pursuant to this Section 6.46.14, Buyer shall shall, and shall cause each Acquired the Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to Entities to, comply with, in all material respects, all of Sellers’ Seller’s and their Non-Company its Affiliates’ reasonable quality control requirements, policies and guidelines in effect at such time and as may be that have been provided to Buyer or any Acquired Company in writing by Sellers Seller from time to time during the use of the Sellers Seller Marks in accordance with this Section 6.46.14. (ec) Notwithstanding anything Buyer, the Company Entities and their Affiliates shall not be deemed to have violated their obligations under this Section 6.14 by reason of any solely internal use of the Seller Trademarks in relation to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any internal business records of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood Company Entities which are in existence as of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified MarksDate.

Use of Certain Names. (ai) Except as otherwise expressly provided in Section 6.4(b), within forty-five Within sixty (4560) days following the Closing, Buyer shall cause each Acquired Company Closing (and use commercially reasonable efforts in the case of all Seller Marks not licensed pursuant to cause each Coal Project Co-Owner and each Coal Participant Project Operatorthe License Agreement) or following the expiration of license (in the case of Seller Marks licensed pursuant to the License Agreement) to cease using use such mxxx, name or similar Intellectual Property Right pursuant to the words License Agreement, except (in the case of “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(aZiff Dxxxx Enterprise”) (collectively, the “Sellers Marks”), including eliminating the Sellers Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except to the extent expressly specifically permitted by this Section 6.4(a) and Section 6.4(b), from and after to be used pursuant to the ClosingLicense Agreement, Buyer shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator Subsidiaries not to, use any trademark, trade name, company name, service mxxx or similar Intellectual Property Rights, including the names “Ziff Dxxxx”, “Ziff Dxxxx Media”, “Ziff Dxxxx Enterprise”, “Ziff Dxxxx Publishing” or any other variation of or derivation of “Ziff Dxxxx” (collectively, the “Seller Marks”), use including eliminating the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days after the Closing Date, Buyer shall cause each Acquired Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name Purchased Assets and disposing of such Acquired Company; and (ii) within sixty (60) days after the Closing Dateany unused stationery, Buyer shall provide evidence to Sellersbusiness cards, in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities literature and all counterparties to the Material Contracts regarding the sale other goods and material of whatever kind of the Acquired Companies Enterprise Group bearing the Seller Marks; and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreementthereafter, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company its Affiliates not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies Seller Marks or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents company names, service marks or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) Rights belonging to Seller or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, its Affiliates and Buyer acknowledges that from it and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Affiliates have no rights whatsoever to use the Specified Seller Marks or such Intellectual Property Rights, except as expressly permitted pursuant to the License Agreement. From and after the Closing Date, Seller shall not take any action or fail to take any action which would violate the License Agreement or cause any of the Licensed Marks to become subject to any Lien or claim by a third party (other than Permitted Encumbrances and Liens to secure indebtedness for borrowed money). Neither Seller nor any of the Seller Subs shall grant any license or similar rights to any third party with respect to any Licensed Marks that causes, or would reasonably be expected to cause, Seller or any Seller Sub to breach the license granted to Buyer for the Licensed Marks in the License Agreement. (ii) Buyer acknowledges and agrees that certain Seller Marks., other Intellectual Property Rights of Seller and its Subsidiaries and certain Enterprise Group Intellectual Property (or derivations thereof) may be subject to the terms the ZD License

Use of Certain Names. (a) Except As soon as otherwise expressly provided reasonably practicable, but in Section 6.4(b), any event within forty-five thirty (4530) days following the Closing, Buyer Purchasers shall, and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to to, cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, set forth in Schedule 5.10(a) of the Seller Disclosure Schedules and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) (collectively, the “Sellers Seller Marks”), and any words or expressions similar thereto or constituting an abbreviation or extension thereof or that would raise a reasonable likelihood of confusion with the Seller Marks, including eliminating the Sellers Seller Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets Property and the other Coal material assets of the Project Assets Companies, and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Companies bearing the Sellers Seller Marks. Except Each Purchaser acknowledges that the Seller Marks are owned exclusively by Sellers or the Non-Company Affiliates, and, except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b5.10(a), from and after the Closing, Buyer Purchasers shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any patents or other Intellectual Property rights belonging to any Seller Sellers or its respective the Non-Company Affiliates that have not been expressly conveyed to Buyer Purchasers or an Acquired CompanyCompany (“Excluded Intellectual Property”), and Buyer each Purchaser acknowledges that it, its Affiliates, Affiliates and the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Companies have no rights whatsoever to use such Sellers Marks, patents the Seller Marks or other Excluded Intellectual Property. Without limiting the foregoing: (i) within seven Within sixty (760) Business Days days after the Closing Date, Buyer Purchasers shall cause each Acquired Company whose name contains any of the Sellers Seller Marks to change its name to a name that does not contain any of the Sellers Seller Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Seller Marks from the name of such Acquired Company; and (ii) within Within sixty (60) days after the Closing Datename change contemplated in paragraph (i) above is completed, Buyer Purchasers shall provide evidence to Sellers, Sellers in a format that is reasonably acceptable to Sellers, Sellers that Buyer has Purchasers have made all filings required by the Governmental Authorities Entities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities Entities and all counterparties to the Company Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses address for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer any Purchaser or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.45.10, Buyer Purchasers shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their the Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer Purchasers or any Acquired Company by Sellers from time to time during the use of the Sellers Seller Marks in accordance with this Section 6.45.10. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (45) days Promptly following the Closing, but no later than ninety (90) days after the Closing Date (subject to the proviso below), Buyer shall cause each Acquired Company the Purchased Companies and the Purchased Subsidiary to remove from their assets and properties all appearances of (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operatora) to cease using the words “DECAM,Green for Life”, “GFL Environmental”, “GFL”, “Waste Industries”, “WI”, “County Waste”, “County” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and or any word or expression similar thereto or constituting an variation, derivation, abbreviation or extension thereofof any of the foregoing owned by Seller Parent, Sellers or any of their respective Affiliates and (b) all trademarksother corporate names, brand names, trade names, trademarks, service marks, logos and symbols relating to trade dress (including the green color that is currently used by Sellers and their Affiliates on their trucks and other assets) owned by Seller Parent, Sellers or Non-Company any of their respective Affiliates, including those that are set forth on Schedule 6.4(a5.08 ((a) and (b), collectively, the “Sellers Seller Marks”); provided, including eliminating the Sellers Marks from the Owned Real Propertyhowever, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of that any unused stationery and literature such removal of the Acquired CompaniesSeller Marks that appear on (i) any trucks shall be completed no later than twelve (12) months after the Closing Date and (ii) any rolling bins, containers or carts shall be completed no later than eighteen (18) months after the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers MarksClosing Date. Except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b), from From and after the Closing, subject to the foregoing transition periods, Buyer shall not, and shall cause each Acquired Company the Purchased Companies, the Purchased Subsidiary and its and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners Purchased Companies and the Coal Participant Project Operators Purchased Subsidiary have no rights whatsoever to use such Sellers the Seller Marks, patents or other Intellectual Propertyexcept in a manner that would constitute a “fair use” under applicable Law. Without limiting Promptly following the foregoing: Closing, but no later than ninety (i90) within seven (7) Business Days days after the Closing Date, Buyer shall cause each Acquired Purchased Company whose legal name contains any of the Sellers Marks a Seller Mark to take all actions necessary to change its legal name to a name such that it does not contain include a Seller Mark. To the extent any of the Sellers Marks such name change requires a filing with, or certificate or other instrument from, a Governmental Authority in order to be effective, Buyer shall, and to amend shall cause each such Purchased Company to, make all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; and filings as soon as reasonably possible, and in any event within ninety (ii) within sixty (6090) days after the Closing Date, Buyer shall provide evidence and to Sellers, in a format that is use its commercially reasonable efforts to obtain as expeditiously as reasonably acceptable to Sellers, that Buyer has made practicable all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) such certificates or instruments. Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”Section 5.12(e), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of Xxxxx also agrees to, within ninety (90) days following the Closing Date, subject (x) file appropriate documents evidencing the transfer of any Permits to extension in accordance with the Transition License Buyer pursuant to this Agreement (indirectly pursuant to the “License Period”sale of a Purchased Company or the Purchased Subsidiary), solely in including any required filing with any Governmental Authority and (y) submit permit modifications to change the conduct name of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company such Permits such that they do not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies identify Sellers or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with or otherwise contain any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Seller Marks.

Use of Certain Names. (a) Except As soon as otherwise expressly provided in Section 6.4(b), within forty-five (45) days following the Closing, Buyer shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) (collectively, the “Sellers Marks”), including eliminating the Sellers Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b), from and after the Closing, Buyer shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days after the Closing Date, Buyer shall cause each Acquired Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; and (ii) within sixty (60) days after the Closing Date, Buyer shall provide evidence to Sellers, in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, (i) but in any no event within three later than fifteen (315) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies Company to, file such documents and take, or cause to be taken, such necessary actions, to file with competent Governmental Authorities to change the legal entity name of the Company, and (ii) but in no event later than nine (9) months after the Closing (except as otherwise provided in the Transition Services Agreement), Buyer shall, and shall cause the Company to, cease using and permanently discontinue any and all uses of the name that includes “Coherus”, and any Trademark comprising or including any of the namesforegoing terms, logosand all logos associated therewith, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) as used by the Company in connection with the conduct of its business (the “Specified Seller Marks”) ), and any words or any expressions similar words thereto or constituting an abbreviation or extension thereof or that would would, in each case, raise a reasonable likelihood of confusion with the Specified MarksSeller Marks and remove or cover all Seller Marks from, or destroy, any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials or property in the Company’s possession or under the Company’s control bearing any of the Seller Marks (other than with respect to the retention of backups and archives in the ordinary course of business). (b) Without limiting any of the obligations above, except as otherwise permitted by the Transition Services Agreement, in no event shall Buyer acknowledges that from and or any of its Affiliates use any of the Seller Marks after the Closing itin any manner or for any purpose different from the use of such Seller Marks by Seller or its Affiliates solely in connection with the Business prior to the Closing, and neither Buyer nor any of its Affiliates shall affix any of the Seller Marks or words or expressions similar thereto or constituting an abbreviation or extension thereof or that would, in each case, raise a reasonable likelihood of confusion with the Seller Marks on any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other materials or property that are created or produced after the Closing. (c) Effective upon the Closing, Seller, on behalf of itself and its Affiliates, grants Buyer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid-up right and license under the Acquired Companies, Seller Marks to the Projects, the Coal Project Co-Owners extent necessary to allow Buyer and the Coal Participant Project Operators have no rights whatsoever its Affiliates to use the Specified MarksSeller Marks in accordance with this Section 6.13. Nothing in this Section 6.13(c) is intended to limit any rights granted to Buyer under the Transition Services Agreement.

Use of Certain Names. Within thirty (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (4530) days following Closing, except with respect to, or in connection with, the ClosingShared Facilities Agreements and the Common O&M Facilities Agreements, Buyer shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) Companies to cease using the words “DECAM,FPL, “FPLE”, “ESI”, “NextEra”, “NextEra Energy”, “Energy Resources”, “FPL Energy”, “NEP” and “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke NextEra Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial EnterprisesPartners” and any word or expression similar thereto or constituting an abbreviation or extension thereof, thereof and all trademarks, trade names, any logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) associated therewith (collectively, the “Sellers Seller Marks”), including eliminating or covering the Sellers Seller Marks from the Owned Real Property, the Leased Real Property, the Property and Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Companies bearing the Sellers Seller Marks. Except to the extent expressly permitted by this Section 6.4(a) , and Section 6.4(b), from and after the Closingthereafter, Buyer shall not, and shall cause each the Acquired Company Companies and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any logos, trademarks, trade names, patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Companyany Affiliate thereof, and Buyer acknowledges that it, its Affiliates, Affiliates and the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Companies have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (ia) within seven Within ten (710) Business Days days after the Closing Date, Buyer shall cause each Acquired the Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; andSeller Marks. (iib) within Within sixty (60) days after the Closing Date, Buyer shall provide evidence to Sellers, in a format that is reasonably acceptable to SellersSeller, that Buyer has made all filings required by the Governmental Authorities pursuant to clause paragraph (a) above with, and has provided notice to to, all applicable Governmental Authorities and all applicable counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (bc) Subject In the event that Buyer breaches this Section 6.5, Seller shall be entitled to the terms specific performance of this Agreement, effective upon the Closing, Parent shall grant Section 6.5 and to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”)injunctive relief against further violations, as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially well as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination remedies at law or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail equity available to Seller. (d) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. (a) Except As soon as otherwise expressly provided reasonably practicable, but in Section 6.4(b), any event within forty-five sixty (4560) days following the Closing, Buyer shall, and shall cause each Acquired the Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to Entities to, cease using and remove the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those Trademarks set forth on in Section 6.14(a) of the Seller Disclosure Schedule 6.4(a) (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Marks ) from the Owned Real Property, the Leased Real Property, the Purchased Assets Property and the other Coal Project Assets material assets of the Company Entities, and disposing of any unused stationery and literature of the Acquired CompaniesCompany Entities bearing the Seller Marks. Buyer, the Coal Project Co-Owners Company Entities and their Affiliates may report on the Coal Participant Project Operators bearing Company Entities’ website, securities filings and other materials that the Sellers MarksCompany Entities were acquired from Seller. Except Notwithstanding anything to the contrary, Buyer, the Company Entities and their Affiliates shall not be deemed to have violated this Section 6.14 or Seller’s and its Affiliates’ rights in the Seller Marks by reason of: (i) the appearance of the Seller Marks on any tools, dies, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data, materials or assets (including computer source code) that are used for internal purposes only in connection with the business of the Company Entities; (ii) the appearance of the Seller Marks in or on any third party’s publications, marketing materials, brochures, instruction sheets, equipment or products that were distributed in the ordinary course of business or pursuant to a Contract prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which Buyer has no control; or (iii) the use by Buyer and its Affiliates of a Seller Xxxx for purposes of conveying to customers or the general public that the Company Entities are no longer affiliated with Seller, and/or to reference historical details concerning or make historical reference to the Company Entities. Buyer acknowledges that the Seller Marks are owned exclusively by Seller or its Affiliates, and, except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b6.14(a), from and after the Closing, Buyer shall not, and shall cause each Acquired the Company Entities and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Companyany Company Entity (“Excluded Intellectual Property”), and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners Affiliates and the Coal Participant Project Operators Company Entities have no rights whatsoever to use such Sellers Marks, patents the Seller Marks or other Excluded Intellectual PropertyProperty except to the extent expressly permitted by this Section 6.14(a). Without limiting the foregoing: , within thirty (i30) within seven (7) Business Days days after the Closing Date, Buyer shall cause each Acquired Company Entity whose name contains any of the Sellers Seller Marks to change its name to a name that does not contain any of the Sellers Seller Marks and to amend all of the organizational documents of such Acquired Company Entity to eliminate such Sellers Seller Marks from the name of such Acquired Company; and (ii) within sixty (60) days after the Closing DateCompany Entity, Buyer and shall promptly provide evidence thereof to Sellers, in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposesSeller. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer or the Acquired Companies Company Entities to the extent expressly permitted pursuant to this Section 6.46.14, Buyer shall and shall cause each Acquired the Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) Entities to comply with, in all respects, all of Sellers’ Seller’s and their Non-Company its Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company Entity by Sellers Seller from time to time during the use of the Sellers Seller Marks in accordance with this Section 6.46.14. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.

Use of Certain Names. 10.3.1 The Purchaser shall ensure that, after expiry of an interim period of three (a3) Except as otherwise expressly provided in Section 6.4(b), within forty-five (45) days following the Closing, Buyer shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) (collectively, the “Sellers Marks”), including eliminating the Sellers Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b), from and after the Closing, Buyer shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days months after the Closing Date, Buyer the Company ceases to use (as part of its corporate or trade name, internet domains or otherwise) the “Océ” and “ODT” names or any logo, trademark, trade name or other derivation there from. The Purchaser shall cause each Acquired Company whose name contains any cause, at latest at the end of the Sellers Marks aforementioned interim period, the Company to change remove or obliterate the “Océ” and “ODT” names and marks from its name to a name that does not contain any signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials of the Sellers Marks business and otherwise, and shall procure that after that time no such items and materials are put into use which bear similarity to amend all the “Océ” and “ODT” names, marks or logos. For the avoidance of doubt, the two preceding sentences do not grant the Company or the Purchaser the right to put into use any signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials of the organizational documents of such Acquired Company to eliminate such Sellers Marks business that include or bear similarity with the “Océ” and “ODT” names or any logo, trademark trade name or other derivation there from other than in the name of such Acquired form and scope as currently used by the Company; and (ii) within sixty (60) days after the Closing Date, Buyer shall provide evidence to Sellersprovided, in a format that is reasonably acceptable to Sellershowever, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to Seller agrees that the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to may use the “Duke EnergyOcé” trademarkand “ODT” names, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” logos and marks for a period of ninety further three (903) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to months after the Closing Date pursuant together with (i) the Purchaser’s or the Company’s future names, logos and marks and (ii) a reference to the Company having been part of the Seller’s Group, for the purpose of identifying the Company, provided that the Seller has given its prior written consent to such use, the consent to be provided if and as further set forth in to the Transition License Agreement (extent the envisaged use is reasonable. 10.3.2 The Purchaser agrees that the Seller shall have no responsibility for claims by a third party arising out of, or relating to, the use of the “Transition License”). The Transition License shall automatically Océ” and immediately terminate upon “ODT” names or marks by the expiration of the License Period, and if Buyer Purchaser or the Retail Company or any of their Affiliates breaches any affiliated companies within the meaning of Section 15 of the terms German Stock Corporation Act after Closing within the scope provided for under Section 10.3.1 above, and the Purchaser undertakes to indemnify and hold harmless the Seller from and against any such third party claims. 10.3.3 The Seller gives it consent that the Purchaser may change the corporate name of the Company or conditions set forth in this Section 6.4(b) or any legal successors to “Captaris Document Technologies GmbH” after the Transition License Agreement in any material respect, Parent Closing Date. 10.3.4 The Seller shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, not and shall cause the Retail Company members of the Seller’s Group not toto incorporate or rename any Person “ODT” or “Océ Document Technologies” or use the name “ODT” or “Océ Document Technologies” or any logo, use any other logos, trademarks, service marks, designationstrademark, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications name or other dissemination derivation there from for a period of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. five (d5) In connection with any use of the Sellers Marks by Buyer or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and years after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified MarksDate.

Use of Certain Names. (a) Except as otherwise expressly provided in Section 6.4(b)The Buyer agrees that the Seller may, within forty-five for up to twelve (4512) days following the Closing, Buyer shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to cease using the words “DECAM,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial Enterprises” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers or Non-Company Affiliates, including those set forth on Schedule 6.4(a) (collectively, the “Sellers Marks”), including eliminating the Sellers Marks from the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators bearing the Sellers Marks. Except to the extent expressly permitted by this Section 6.4(a) and Section 6.4(b), from and after the Closing, Buyer shall not, and shall cause each Acquired Company and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Marks or any patents or other Intellectual Property rights belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days months after the Closing Date, Buyer use packaging, labels, package inserts, catalogs, brochures, handbooks and similar materials which contain the name "Calgon Vestxx Xxxoratories" or variations thereof (including logos), as necessary after the Closing and until the supplies thereof have been exhausted in connection with the Seller's sale and distribution of the Retained Patient Skin Care Products; PROVIDED, HOWEVER, that the Seller (i) shall cause each Acquired Company whose name contains use all reasonable efforts in its procurement of such materials after the Closing to procure materials which do not include any such names, and to overprint, sticker or otherwise identify on such materials in such a way as to either obliterate such names or clearly indicate that neither the Seller nor any of its Affiliates is affiliated with the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks Acquired Business and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; and (ii) within sixty shall not use any such names after the Closing in any manner or for any purpose different from the use of such names by the Seller or its Affiliates during the ninety (6090) days day period preceding the Closing. (b) The Seller agrees that the Acquired Business may, for up to twelve (12) months after the Closing Date, Buyer shall provide evidence to Sellersuse packaging, labels, package inserts, catalogs, brochures, handbooks and similar materials which contain the name "ConvaTec" or variations thereof (including logos), as necessary after the Closing and until the supplies thereof included in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets have been exhausted; PROVIDED, HOWEVER, that the Buyer (i) shall use all reasonable efforts in its procurement of such materials after the Closing to Buyer procure materials which do not include any such names, and to overprint, sticker or otherwise identify on such materials in such a way as to either obliterate such names or clearly indicate that neither the new addresses for notice purposes. (b) Subject to the terms Seller nor any of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together its Affiliates is affiliated with the goodwill symbolized Acquired Business and (ii) shall not use any such names after the Closing in any manner or for any purpose different from the use of such names by such trademark (the “Licensed Xxxx”), as part of Seller or its Affiliates during the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following day period preceding the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretionClosing. (c) During Notwithstanding anything in this Section 7.15 to the License Periodcontrary, Buyer shall, and in no event shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use Affiliate of the Sellers Marks by Buyer or the Acquired Companies to Business have the extent expressly permitted pursuant to this Section 6.4, Buyer shall and shall cause each Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) to comply with, in all respects, all of Sellers’ and their Non-Company Affiliates’ quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer or right under any Acquired Company by Sellers from time to time during the use of the Sellers Marks in accordance with this Section 6.4. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever circumstance to use for any purpose the Specified Marksnames "Brisxxx-Xxxxx Xxxibb Company," "Brisxxx-Xxxxx Xxxibb," "BMS," "B-MS," "E.R. Xxxxxx & Xons, Inc.," "E.R. Xxxxxx" xx any variations thereof.

Use of Certain Names. (a) Except as otherwise expressly provided in this Section 6.4(b)5.12, within forty-five (45) days following the Tier One Closing, Buyer the Purchaser shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) Companies to cease using the words “DECAMDynegy,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial EnterprisesDYN” and any word or expression similar thereto or constituting an abbreviation or extension thereof, and all trademarks, trade names, logos and symbols relating to the Sellers or Non-Company their respective Affiliates, including those set forth on in Section 5.12(a) of the Sellers Disclosure Schedule 6.4(a) (collectively, the “Sellers Seller Marks”), including eliminating the Sellers Seller Marks from any owned or leased property of the Owned Real Property, the Leased Real Property, the Purchased Assets and the other Coal Project Assets Acquired Companies and disposing of any unused stationery and literature of the Acquired Companies, the Coal Project Co-Owners and the Coal Participant Project Operators Companies bearing the Sellers Seller Marks. Except to the extent expressly permitted by this Section 6.4(a5.12(a) and Section 6.4(b5.12(b), from and after the Tier One Closing, Buyer the Purchaser shall not, and shall cause each the Acquired Company Companies and their Affiliates not to (and use its commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator not to), use the Sellers Seller Marks or any patents or other Intellectual Property rights belonging to any Seller the Sellers or its respective Non-Company their Affiliates that have not been expressly conveyed to Buyer the Purchaser or an the Acquired CompanyCompanies, and Buyer the Purchaser acknowledges that it, its Affiliates, Affiliates and the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators Companies have no rights whatsoever to use such Sellers the Seller Marks, patents or other Intellectual Property. Without limiting the foregoing: (i) within seven (7) Business Days after the Closing Date, Buyer shall cause each Acquired Company whose name contains any of the Sellers Marks to change its name to a name that does not contain any of the Sellers Marks and to amend all of the organizational documents of such Acquired Company to eliminate such Sellers Marks from the name of such Acquired Company; and (ii) within sixty (60) days after the Closing Date, Buyer shall provide evidence to Sellers, in a format that is reasonably acceptable to Sellers, that Buyer has made all filings required by the Governmental Authorities pursuant to clause (a) above and has provided notice to all applicable Governmental Authorities and all counterparties to the Material Contracts regarding the sale of the Acquired Companies and the Purchased Assets to Buyer and the new addresses for notice purposes. (b) Subject to the terms of this Agreement, effective upon the Closing, Parent shall grant to the Retail Company a limited, personal, non-exclusive, non-assignable, non-sublicenseable, royalty-free license to use the “Duke Energy” trademark, together with the goodwill symbolized by such trademark (the “Licensed Xxxx”), as part of the names “Duke Energy Retail Sales” or “Duke Energy Retail” for a period of ninety (90) days following the Closing Date, subject to extension in accordance with the Transition License Agreement (the “License Period”), solely in the conduct of the Business of the Retail Company in the ordinary course of business substantially as conducted by the Retail Company immediately prior to the Closing Date pursuant to and as further set forth in the Transition License Agreement (the “Transition License”). The Transition License shall automatically and immediately terminate upon the expiration of the License Period, and if Buyer or the Retail Company or any of their Affiliates breaches any of the terms or conditions set forth in this Section 6.4(b) or the Transition License Agreement in any material respect, Parent shall have the right to terminate the Transition License upon ten (10) Business Days’ notice to Buyer. Buyer shall not, and shall cause the Retail Company not to, use any other logos, trademarks, service marks, designations, trade names or corporate names in combination or in connection with the Licensed Xxxx during the License Period, except as may be approved in writing by Parent in its sole discretion. (c) During the License Period, Buyer shall, and shall cause the Retail Company to, make clear in all correspondence, communications or other dissemination of information that include the Licensed Xxxx made by Buyer, the Acquired Companies or any of their respective Affiliates that the Business and the Acquired Companies are no longer affiliated with any of Sellers or the Non-Company Affiliates, in a form and manner approved in writing by Retail Seller. (d) In connection with any use of the Sellers Seller Marks by Buyer the Purchaser or the Acquired Companies to the extent expressly permitted pursuant to this Section 6.45.12, Buyer the Purchaser shall and shall cause each the Acquired Company (and use commercially reasonable efforts to cause each Coal Project Co-Owner and each Coal Participant Project Operator) Companies to comply with, in all respects, all of the Sellers’ and their Non-Company respective Affiliates’ (other than the Acquired Companies) quality control requirements, policies and guidelines in effect at such time and as may be provided to Buyer the Purchaser or any the Acquired Company Companies by the Sellers from time to time during the use of the Sellers Seller Marks in accordance with this Section 6.45.12. (e) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, as promptly as reasonably practicable following the Closing, but in any event within three (3) Business Days after the Closing, Buyer shall, and shall cause the Acquired Companies to, cease using any name that includes any of the names, logos, trademarks, trade names, patents or other Intellectual Property set forth on Schedule 6.4(e) (the “Specified Marks”) or any similar words that would raise a reasonable likelihood of confusion with the Specified Marks, and Buyer acknowledges that from and after the Closing it, its Affiliates, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators have no rights whatsoever to use the Specified Marks.