Common use of Use of Names and Logos Clause in Contracts

Use of Names and Logos. For a period of 150 days after Closing, Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable and its Affiliates to the extent incorporated in or on the Transferred Assets (collectively, the "Time Warner Cable Marks"), provided, that (a) Comcast Subsidiary and Holdco acknowledge that the Time Warner Cable Marks belong to Time Warner Cable and its Affiliates, and that neither Comcast Subsidiary nor Holdco shall acquire any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary shall exercise reasonable efforts to remove all Time Warner Cable Marks from the Transferred Assets as soon as reasonably practicable following Closing; and (d) the use of the Time Warner Cable Marks during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner Cable; provided, that Holdco shall indemnify and hold harmless Time Warner Cable for any Liabilities arising from or otherwise relating to Holdco's use of the Time Warner Cable Marks. Upon expiration of such 150-day period, Comcast Subsidiary shall cause Holdco to remove all Time Warner Cable Marks from the Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks within ten Business Days and shall provide Time Warner Cable with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary and Holdco shall not be required to remove or discontinue using any such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary and Holdco; provided, that Comcast Subsidiary and Holdco shall remove or discontinue such proprietary rights promptly upon the return of such converters or other items to their possession.

Use of Names and Logos. For a period of 150 days after Closing, Holdco Transferee Parent and its Affiliates shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable Transferor Parent and its Affiliates to the extent incorporated in or on the Transferred Assets held by the Newcos then affiliated with such Transferee Parent (collectively, the "Time Warner Cable MarksProprietary Rights"), provided, that (a) Comcast Subsidiary and Holdco acknowledge a)Transferee Parent acknowledges that the Time Warner Cable Marks Proprietary Rights belong to Time Warner Cable Transferor Parent and its Affiliates, and that neither Comcast Subsidiary Transferee Parent nor Holdco shall acquire any of its Affiliates acquires any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary Transferee Parent shall exercise reasonable efforts to remove all Time Warner Cable Marks Proprietary Rights from the Transferred Assets it receives as soon as reasonably practicable following Closing; Closing and (d) the use of the Time Warner Cable Marks Proprietary Rights during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner CableTransferor Parent; provided, that Holdco Transferee Parent shall indemnify and hold harmless Time Warner Cable Transferor Parent and its Affiliates for any Liabilities arising from or otherwise relating to HoldcoTransferee Parent's use of the Time Warner Cable MarksProprietary Rights. Upon expiration of such 150-day period, Comcast Subsidiary Transferee Parent shall cause Holdco to remove all Time Warner Cable Marks Proprietary Rights from the Transferred Assets held by the Newcos Affiliated with such Transferee Parent and shall destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks Transferor Parent's or its Affiliates' Proprietary Rights within ten Business Days and shall provide Time Warner Cable Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary Transferee Parent and Holdco its Affiliates shall not be required to remove or discontinue using any such proprietary rights Proprietary Rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary such Transferee Parent and Holdcoits Affiliates; provided, that Comcast Subsidiary such Transferee Parent and Holdco its Affiliates shall remove or discontinue using such proprietary rights Proprietary Rights promptly upon the return of such converters or other items to their possessionsuch Transferee Parent or its Affiliates. The rights of Transferee Parent and its Affiliates under this Section 3.2 with respect to any Adelphia Assets shall be subject to the relevant Adelphia Purchase Agreement.

Use of Names and Logos. For a period of 150 days after Closing, Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable and its Affiliates to the extent incorporated in or on the Transferred Assets (collectively, the "“Time Warner Cable Marks"”), provided, that (a) Comcast Subsidiary and Holdco acknowledge that the Time Warner Cable Marks belong to Time Warner Cable and its Affiliates, and that neither Comcast Subsidiary nor Holdco shall acquire any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary shall exercise reasonable efforts to remove all Time Warner Cable Marks from the Transferred Assets as soon as reasonably practicable following Closing; and (d) the use of the Time Warner Cable Marks during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner Cable; provided, that Holdco shall indemnify and hold harmless Time Warner Cable for any Liabilities arising from or otherwise relating to Holdco's ’s use of the Time Warner Cable Marks. Upon expiration of such 150-day period, Comcast Subsidiary shall cause Holdco to remove all Time Warner Cable Marks from the Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks within ten Business Days and shall provide Time Warner Cable with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary and Holdco shall not be required to remove or discontinue using any such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary and Holdco; provided, that Comcast Subsidiary and Holdco shall remove or discontinue such proprietary rights promptly upon the return of such converters or other items to their possession.

Use of Names and Logos. For a period of 150 days after Closing, Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable and its Affiliates to the extent incorporated in or on the Transferred Assets (collectively, the "“Time Warner Cable Marks"”), provided, that (a) Comcast Subsidiary and Holdco acknowledge that the Time Warner Cable Marks belong to Time Warner Cable and its Affiliates, and that neither Comcast Subsidiary nor Holdco shall acquire any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary shall exercise reasonable efforts to remove all Time Warner Cable Marks from the Transferred Assets as soon as reasonably practicable following Closing; and (d) the use of the Time Warner Cable Marks during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner Cable; provided, that Holdco shall indemnify and hold harmless Time Warner Cable for any Liabilities arising from or otherwise relating to Holdco's ’s use of the Time Warner Cable Marks. Upon expiration of such 150-day period, Comcast Subsidiary shall cause Holdco to remove all Time Warner Cable Marks from the Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks within ten Business Days and shall provide Time Warner Cable with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary and Holdco shall not be required to remove or discontinue using any 44 such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary and Holdco; provided, that Comcast Subsidiary and Holdco shall remove or discontinue such proprietary rights promptly upon the return of such converters or other items to their possession.

Use of Names and Logos. For a period of 150 days after Closing, Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable TWE and its Affiliates to the extent incorporated in or on the Transferred Assets (collectively, the "Time Warner Cable “TWE Marks"”), provided, that (a) Comcast Subsidiary and Holdco acknowledge that the Time Warner Cable TWE Marks belong to Time Warner Cable TWE and its Affiliates, and that neither Comcast Subsidiary nor Holdco shall acquire any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable TWE and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary shall exercise reasonable efforts to remove all Time Warner Cable TWE Marks from the Transferred Assets as soon as reasonably practicable following Closing; and (d) the use of the Time Warner Cable TWE Marks during such period shall inure to the benefit of Time Warner Cable TWE and, to the extent any goodwill in the Time Warner Cable TWE Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner CableTWE; provided, that Holdco shall indemnify and hold harmless Time Warner Cable TWE for any Liabilities arising from or otherwise relating to Holdco's ’s use of the Time Warner Cable TWE Marks. Upon expiration of such 150-day period, Comcast Subsidiary shall cause Holdco to remove all Time Warner Cable TWE Marks from the Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable TWE Marks within ten Business Days and shall provide Time Warner Cable TWE with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary and Holdco shall not be required to remove or discontinue using any such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary and Holdco; provided, that Comcast Subsidiary and Holdco shall remove or 38 discontinue such proprietary rights promptly upon the return of such converters or other items to their possession.

Use of Names and Logos. For a period of 150 days after Closing, Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable TWE and its Affiliates to the extent incorporated in or on the Transferred Assets (collectively, the "Time Warner Cable TWE Marks"), provided, that (a) Comcast Subsidiary and Holdco acknowledge that the Time Warner Cable TWE Marks belong to Time Warner Cable TWE and its Affiliates, and that neither Comcast Subsidiary nor Holdco shall acquire any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable TWE and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary shall exercise reasonable efforts to remove all Time Warner Cable TWE Marks from the Transferred Assets as soon as reasonably practicable following Closing; and (d) the use of the Time Warner Cable TWE Marks during such period shall inure to the benefit of Time Warner Cable TWE and, to the extent any goodwill in the Time Warner Cable TWE Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner CableTWE; provided, that Holdco shall indemnify and hold harmless Time Warner Cable TWE for any Liabilities arising from or otherwise relating to Holdco's use of the Time Warner Cable TWE Marks. Upon expiration of such 150-day period, Comcast Subsidiary shall cause Holdco to remove all Time Warner Cable TWE Marks from the Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable TWE Marks within ten Business Days and shall provide Time Warner Cable TWE with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary and Holdco shall not be required to remove or discontinue using any such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary and Holdco; provided, that Comcast Subsidiary and Holdco shall remove or discontinue such proprietary rights promptly upon the return of such converters or other items to their possession.

Use of Names and Logos. For a period of 150 days after Closing, Holdco Transferee Parent and its Affiliates shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable Transferor Parent and its Affiliates to the extent incorporated in or on the Transferred Assets held (directly or indirectly) by the Newcos then affiliated with such Transferee Parent (collectively, the "Time Warner Cable Marks"“Proprietary Rights”), provided, that (a) Comcast Subsidiary and Holdco acknowledge Transferee Parent acknowledges that the Time Warner Cable Marks Proprietary Rights belong to Time Warner Cable Transferor Parent and its Affiliates, and that that, except as expressly set forth in this Section 3.2, neither Comcast Subsidiary Transferee Parent nor Holdco shall acquire any of its Affiliates acquires any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary Transferee Parent shall exercise reasonable efforts to remove all Time Warner Cable Marks Proprietary Rights from the Transferred Assets it receives as soon as reasonably practicable following Closing; , and (d) the use of the Time Warner Cable Marks Proprietary Rights during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner CableTransferor Parent; provided, that Holdco Transferee Parent shall indemnify and hold harmless Time Warner Cable Transferor Parent and its Affiliates for any Liabilities arising from or otherwise relating to Holdco's Transferee Parent’s use of the Time Warner Cable MarksProprietary Rights. Upon expiration of such 150-day period, Comcast Subsidiary Transferee Parent shall cause Holdco to remove all Time Warner Cable Marks Proprietary Rights from the Transferred Assets held (directly or indirectly) by the Newcos Affiliated with such Transferee Parent and shall destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks Transferor Parent’s or its Affiliates’ Proprietary Rights within ten Business Days and shall provide Time Warner Cable Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary Transferee Parent and Holdco its Affiliates shall not be required to remove or discontinue using any such proprietary rights Proprietary Rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary such Transferee Parent and Holdcoits Affiliates; provided, that Comcast Subsidiary such Transferee Parent and Holdco its Affiliates shall remove or discontinue using such proprietary rights Proprietary Rights promptly upon the return of such converters or other items to their possessionsuch Transferee Parent or its Affiliates. The rights of Transferee Parent and its Affiliates under this Section 3.2 with respect to any Adelphia Assets shall be subject to the relevant Adelphia Purchase Agreement.

Use of Names and Logos. For a period of 150 days after Closing, Holdco Transferee Parent and its Affiliates shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable Transferor Parent and its Affiliates to the extent incorporated in or on the Transferred Assets held by the Newcos then affiliated with such Transferee Parent (collectively, the "Time Warner Cable Marks"“Proprietary Rights”), provided, that (a) Comcast Subsidiary and Holdco acknowledge a)Transferee Parent acknowledges that the Time Warner Cable Marks Proprietary Rights belong to Time Warner Cable Transferor Parent and its Affiliates, and that neither Comcast Subsidiary Transferee Parent nor Holdco shall acquire any of its Affiliates acquires any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary Transferee Parent shall exercise reasonable efforts to remove all Time Warner Cable Marks Proprietary Rights from the Transferred Assets it receives as soon as reasonably practicable following Closing; Closing and (d) the use of the Time Warner Cable Marks Proprietary Rights during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner CableTransferor Parent; provided, that Holdco Transferee Parent shall indemnify and hold harmless Time Warner Cable Transferor Parent and its Affiliates for any Liabilities arising from or otherwise relating to Holdco's Transferee Parent’s use of the Time Warner Cable MarksProprietary Rights. Upon expiration of such 150-day period, Comcast Subsidiary Transferee Parent shall cause Holdco to remove all Time Warner Cable Marks Proprietary Rights from the Transferred Assets held by the Newcos Affiliated with such Transferee Parent and shall destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks Transferor Parent’s or its Affiliates’ Proprietary Rights within ten Business Days and shall provide Time Warner Cable Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary Transferee Parent and Holdco its Affiliates shall not be required to remove or discontinue using any such proprietary rights Proprietary Rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary such Transferee Parent and Holdcoits Affiliates; provided, that Comcast Subsidiary such Transferee Parent and Holdco its Affiliates shall remove or discontinue using such proprietary rights Proprietary Rights promptly upon the return of such converters or other items to their possessionsuch Transferee Parent or its Affiliates. The rights of Transferee Parent and its Affiliates under this Section 3.2 with respect to any Adelphia Assets shall be subject to the relevant Adelphia Purchase Agreement.

Use of Names and Logos. For a period of 150 days after Closingthe date hereof, Holdco the Comcast Group shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Time Warner Cable TWC and its Affiliates to the extent incorporated in or on the Comcast Transferred Assets and not part of the Comcast Transferred Assets (collectively, the "“Time Warner Cable Marks"”), provided, that (a) the Comcast Subsidiary and Holdco acknowledge Group acknowledges that the Time Warner Cable Marks belong to Time Warner Cable TWC and its Affiliates, and that neither the Comcast Subsidiary nor Holdco Group shall not acquire any rights therein during or pursuant to such 150-150 day period; (b) all such Comcast Transferred Assets shall be used in a manner consistent with the use made by Time Warner Cable and its Affiliates of such Transferred Assets the Partnership prior to Closingthe date hereof; (c) the Comcast Subsidiary Group shall exercise reasonable efforts to remove all Time Warner Cable Marks from the Comcast Transferred Assets as soon as reasonably practicable following Closingthe date hereof; and (d) the use of the Time Warner Cable Marks during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner CableTWC; provided, that Holdco Comcast Group shall indemnify and hold harmless Time Warner Cable TWC for any Liabilities arising from or otherwise relating to Holdco's the Comcast Group’s use of the Time Warner Cable Marks. Upon expiration of such 150-day period, the Comcast Subsidiary shall cause Holdco to Group will remove all Time Warner Cable Marks from the Comcast Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks within ten Business Days and shall provide Time Warner Cable with a written certification that it destroyed any and all such materialsDays. Notwithstanding the foregoing, the Comcast Subsidiary and Holdco Group shall not be required to remove or discontinue using any such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for the Comcast Subsidiary and HoldcoGroup; provided, that the Comcast Subsidiary and Holdco Group shall remove or discontinue such proprietary rights promptly upon the return of such converters or other items to their possession.

Use of Names and Logos. For a period Subject to the provisions in this Subsection F, Selling Entity and its Agents are authorized to use Corebridge Financial terms, names and/or company names only in connection with the solicitation, sales, and servicing of 150 days Products and only after Closinghaving obtained prior written approval for each such use. Corebridge Financial terms, Holdco shall be entitled names and/or company names refers to company, marketing and product names and/or other symbols or logos that contain the term “American General Life Insurance Company,” “American General,” “The United States Life Insurance Company in the City of New York,” “US Life,” “Corebridge Financial Annuity,” “Corebridge Financial” or similar names. Selling Entity’s authority to use the logos and other related Corebridge Financial terms, names and/or company names shall automatically terminate upon termination of this Agreement. By using the Corebridge Financial Marks, Selling Entity and its Agents agree to Insurer’s Co-Brand Guidelines, and provide Insurer with samples of trademark use, upon request from Insurer. Further, Selling Entity and its Agents will obtain Insurer’s approval to engage in external advertising or additional rights using Corebridge Financial Marks. All goodwill associated with use of the Corebridge Financial Marks by Selling Entity and its Agents shall inure solely to the benefit of Insurer. Selling Entity and its Agents agree to (i) not register any of the Corebridge Financial Marks as domain names, social media handles or trademarks; (ii) not to make any changes to the style, trade font, size, design, or other features of the Corebridge Financial Marks, except as set forth in the Corebridge Financial Co-Brand Guidelines or approved in writing in advance by Insurer; and (iii) not to challenge the title or validity, or oppose or cancel, the Corebridge Financial Marks. Selling Entity acknowledges that Insurer may terminate this trademark license for any reason immediately upon notice, in Insurer’s sole discretion. Upon termination, Selling Entity agrees to remove the Corebridge Financial Marks from Agency’s operating system, within five (5) business days after receiving the termination notice. Additionally, this trademark license shall immediately terminate upon the termination of all selling or agency agreements between the parties. Neither Party may use the names, trademarks, service marks, service nameslogos or identifications (“Marks”) of the other Party or its parent, logos affiliate or subsidiaries except as otherwise consented to by the other Party in writing. The Parties further acknowledge and similar proprietary agree that they shall not acquire any ownership rights whatsoever in any Marks of Time Warner Cable the other Party. Insurer may assign any of its rights or delegate any of its obligations under this trademark license, without Selling Entity’s consent. Selling Entity and its Affiliates to Agents shall not assign any of its rights or delegate any of its obligations under this trademark license, without the extent incorporated in or on the Transferred Assets (collectively, the "Time Warner Cable Marks"), provided, that (a) Comcast Subsidiary and Holdco acknowledge that the Time Warner Cable Marks belong to Time Warner Cable prior written consent of Insurer. Any purported assignment by Selling Entity and its Affiliates, and that neither Comcast Subsidiary nor Holdco shall acquire any rights therein during or pursuant to such 150-day period; (b) all such Transferred Assets Agents shall be used in a manner consistent with the use made by Time Warner Cable null and its Affiliates of such Transferred Assets prior to Closing; (c) Comcast Subsidiary shall exercise reasonable efforts to remove all Time Warner Cable Marks from the Transferred Assets as soon as reasonably practicable following Closing; and (d) the use of the Time Warner Cable Marks during such period shall inure to the benefit of Time Warner Cable and, to the extent any goodwill in the Time Warner Cable Marks is deemed to accrue during such period, to Holdco or its Affiliates, then Comcast Subsidiary agrees to cause Holdco to assign all such goodwill to Time Warner Cable; provided, that Holdco shall indemnify and hold harmless Time Warner Cable for any Liabilities arising from or otherwise relating to Holdco's use of the Time Warner Cable Marks. Upon expiration of such 150-day period, Comcast Subsidiary shall cause Holdco to remove all Time Warner Cable Marks from the Transferred Assets and destroy all unused letterhead, checks, business-related forms, preprinted form contracts, product literature, sales literature, labels, packaging material and any other materials displaying the Time Warner Cable Marks within ten Business Days and shall provide Time Warner Cable with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Comcast Subsidiary and Holdco shall not be required to remove or discontinue using any such proprietary rights that are affixed to converters or other items located in customer homes or properties such that prompt removal is impracticable for Comcast Subsidiary and Holdco; provided, that Comcast Subsidiary and Holdco shall remove or discontinue such proprietary rights promptly upon the return of such converters or other items to their possessionvoid.