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:

Use of Certain Names. As soon as practicable following each Applicable Closing, but in no event later than ninety (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (4590) days following the after such 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 notshall, and shall cause each the applicable Acquired Company Entities to, cease and their Affiliates not to permanently discontinue any 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 use its commercially reasonable efforts to cause each Coal Project Co-Owner any colorable imitations thereof, and each Coal Participant Project Operator not to)remove or cover all CW Seller Marks from, use 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 CW Seller Marks, and provide the Sellers with written confirmation thereof. As soon as practicable following each Applicable Closing, but 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 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 “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 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 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 patents colorable imitations thereof on any publications, signage, corporate letterhead, invoices, stationery, business cards, marketing materials, website content or other Intellectual Property rights belonging materials that are created or produced after such Applicable Closing. Buyer expressly acknowledges and confirms that Buyer shall not receive any right, title or interest in or to any the Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired CompanyMarks, and Buyer acknowledges that it, 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 sole purpose of permitting Buyer to complete the phase out of such Sellers Marks, patents or other Intellectual Property. Without limiting the foregoing:use in strict compliance with this Section 6.11.

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 except in a manner that would constitute a “fair use” under applicable Law. Promptly following the Closing, but no later than ninety (90) days after the Closing Date, Buyer shall cause each Purchased Company whose legal name contains a Seller Mark to take all actions necessary to change its legal name such that it does not include a Seller Mark. To the extent any such name change requires a filing with, or certificate or other Intellectual Propertyinstrument from, a Governmental Authority in order to be effective, Buyer shall, and shall cause each such Purchased Company to, make all such filings as soon as reasonably possible, and in any event within ninety (90) days after the Closing Date, and to use its commercially reasonable efforts to obtain as expeditiously as reasonably practicable all such certificates or instruments. Without limiting Subject to Section 5.12(e), Xxxxx also agrees to, within ninety (90) days following the foregoing:Closing Date, (x) file appropriate documents evidencing the transfer of any Permits to Buyer pursuant to this Agreement (indirectly pursuant to the sale of a Purchased Company or the Purchased Subsidiary), including any required filing with any Governmental Authority and (y) submit permit modifications to change the name of any of such Permits such that they do not identify Sellers or any of their respective Affiliates, or otherwise contain any Seller Marks.

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 its 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”), including eliminating the Seller Marks from the Purchased Assets and their disposing of any unused stationery, business cards, literature and all other goods and material of whatever kind of the Enterprise Group bearing the Seller Marks; and thereafter, Buyer shall not, and shall cause 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 patents logos, trademarks, trade names, company names, service marks or other Intellectual Property rights Rights belonging to any Seller or any of its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Company, and Buyer acknowledges that it, it and 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 Seller Marks or such Sellers MarksIntellectual Property Rights, patents 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 Intellectual Propertythan Permitted Encumbrances and Liens to secure indebtedness for borrowed money). Without limiting Neither Seller nor any of the foregoing: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.

Use of Certain Names. Within sixty (a) Except as otherwise expressly provided in Section 6.4(b), within forty-five (4560) days following the Closing, 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 word “DECAMRiverstone,” “DECE,” “DEO,” “Duke,” “DE,” “Duke Energy,” “Duke Energy Retail Sales,” “Duke Energy Retail,” “DER,” “DERS,” “Duke Energy Commercial EnterprisesTrailStone” and any trade name, trademark, service xxxx, logo, word or expression similar thereto or constituting an abbreviation abbreviation, derivation or extension thereof, and all trademarks, trade names, logos and symbols relating to Sellers thereof used by Seller in the ownership or Non-Company Affiliates, including those set forth on Schedule 6.4(a) operation of the Business (collectively, the “Sellers Seller Company Marks”), including eliminating the Sellers Seller Company 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 Company 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 respective 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 Company Marks or any patents other trade name, trademark, service xxxx, or other Intellectual Property rights logo belonging to any Seller or its respective Non-Company Affiliates that have not been expressly conveyed to Buyer or an Acquired Companyany Affiliate thereof (collectively, the “Seller Marks”), and Buyer acknowledges that it, and its AffiliatesAffiliates (including, from and after Closing, the Acquired Companies, the Projects, the Coal Project Co-Owners and the Coal Participant Project Operators ) have no rights whatsoever to use such Sellers the Seller Company Marks or the Seller Marks, patents or other Intellectual Property. Without limiting the foregoing:, within sixty (60) days after the Closing Date, Buyer shall provide evidence to Seller, in a format acceptable to Seller, that Buyer has provided notice to all 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 address for notice purposes, as applicable.

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 (30) days after the Closing Date, Buyer shall cause each Company Entity whose name contains any of the Seller Marks 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 Company Entity to eliminate such Seller Marks from the name of such Company Entity, and shall promptly provide evidence thereof to Seller.