Common use of Use of Names and Logos Clause in Contracts

Use of Names and Logos. For a period of 150 days after Closing, Transferee Parent and its Affiliates shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of 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 "Proprietary Rights"), provided, that (a)Transferee Parent acknowledges that the Proprietary Rights belong to Transferor Parent and its Affiliates, and that neither Transferee Parent nor 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 Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent shall exercise reasonable efforts to remove all Proprietary Rights from the Transferred Assets it receives as soon as reasonably practicable following Closing and (d) the use of the Proprietary Rights during such period shall inure to the benefit of Transferor Parent; provided, that Transferee Parent shall indemnify and hold harmless Transferor Parent and its Affiliates for any Liabilities arising from or otherwise relating to Transferee Parent's use of the Proprietary Rights. Upon expiration of such 150-day period, Transferee Parent shall remove all 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 Transferor Parent's or its Affiliates' Proprietary Rights within ten Business Days and shall provide Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent and its Affiliates 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 such Transferee Parent and its Affiliates; provided, that such Transferee Parent and its Affiliates shall remove or discontinue using such Proprietary Rights promptly upon the return of such converters or other items to such 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, Transferee Parent and its Affiliates Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Transferor Parent TWE 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 "Proprietary Rights"“TWE Marks”), provided, that (a)Transferee Parent acknowledges a) Comcast Subsidiary and Holdco acknowledge that the Proprietary Rights TWE Marks belong to Transferor Parent TWE and its Affiliates, and that neither Transferee Parent Comcast Subsidiary nor any of its Affiliates acquires 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 Transferor Parent TWE and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent Comcast Subsidiary shall exercise reasonable efforts to remove all Proprietary Rights TWE Marks from the Transferred Assets it receives as soon as reasonably practicable following Closing Closing; and (d) the use of the Proprietary Rights TWE Marks during such period shall inure to the benefit of Transferor ParentTWE and, to the extent any goodwill in the 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 TWE; provided, that Transferee Parent Holdco shall indemnify and hold harmless Transferor Parent and its Affiliates TWE for any Liabilities arising from or otherwise relating to Transferee Parent's Holdco’s use of the Proprietary RightsTWE Marks. Upon expiration of such 150-day period, Transferee Parent Comcast Subsidiary shall cause Holdco to remove all Proprietary Rights TWE Marks 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 Transferor Parent's or its Affiliates' Proprietary Rights the TWE Marks within ten Business Days and shall provide Transferor Parent TWE with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent Comcast Subsidiary and its Affiliates Holdco 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 such Transferee Parent Comcast Subsidiary and its AffiliatesHoldco; provided, that such Transferee Parent Comcast Subsidiary and its Affiliates Holdco shall remove or 38 discontinue using such Proprietary Rights proprietary rights promptly upon the return of such converters or other items to such 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 Agreementtheir possession.

Use of Names and Logos. For a period of 150 days after Closing, Transferee Parent and its Affiliates Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Transferor Parent TWE 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 "Proprietary RightsTWE Marks"), provided, that (a)Transferee Parent acknowledges a) Comcast Subsidiary and Holdco acknowledge that the Proprietary Rights TWE Marks belong to Transferor Parent TWE and its Affiliates, and that neither Transferee Parent Comcast Subsidiary nor any of its Affiliates acquires 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 Transferor Parent TWE and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent Comcast Subsidiary shall exercise reasonable efforts to remove all Proprietary Rights TWE Marks from the Transferred Assets it receives as soon as reasonably practicable following Closing Closing; and (d) the use of the Proprietary Rights TWE Marks during such period shall inure to the benefit of Transferor ParentTWE and, to the extent any goodwill in the 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 TWE; provided, that Transferee Parent Holdco shall indemnify and hold harmless Transferor Parent and its Affiliates TWE for any Liabilities arising from or otherwise relating to Transferee ParentHoldco's use of the Proprietary RightsTWE Marks. Upon expiration of such 150-day period, Transferee Parent Comcast Subsidiary shall cause Holdco to remove all Proprietary Rights TWE Marks 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 Transferor Parent's or its Affiliates' Proprietary Rights the TWE Marks within ten Business Days and shall provide Transferor Parent TWE with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent Comcast Subsidiary and its Affiliates Holdco 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 such Transferee Parent Comcast Subsidiary and its AffiliatesHoldco; provided, that such Transferee Parent Comcast Subsidiary and its Affiliates Holdco shall remove or discontinue using such Proprietary Rights proprietary rights promptly upon the return of such converters or other items to such 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 Agreementtheir possession.

Use of Names and Logos. For a period of 150 days after Closing, Transferee Parent and its Affiliates shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of 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 "“Proprietary Rights"”), provided, that (a)Transferee Parent acknowledges that the Proprietary Rights belong to Transferor Parent and its Affiliates, and that neither Transferee Parent nor 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 Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent shall exercise reasonable efforts to remove all Proprietary Rights from the Transferred Assets it receives as soon as reasonably practicable following Closing and (d) the use of the Proprietary Rights during such period shall inure to the benefit of Transferor Parent; provided, that Transferee Parent shall indemnify and hold harmless Transferor Parent and its Affiliates for any Liabilities arising from or otherwise relating to Transferee Parent's ’s use of the Proprietary Rights. Upon expiration of such 150-day period, Transferee Parent shall remove all 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 Transferor Parent's ’s or its Affiliates' ’ Proprietary Rights within ten Business Days and shall provide Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent and its Affiliates 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 such Transferee Parent and its Affiliates; provided, that such Transferee Parent and its Affiliates shall remove or discontinue using such Proprietary Rights promptly upon the return of such converters or other items to such 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 (a) The Seller and each Owner acknowledges and agrees that the consummation of 150 days after Closingthe transactions contemplated under this Agreement shall vest in the Buyer all right, Transferee Parent title and its Affiliates shall be entitled to use interest of the Seller, the Subsidiaries and the Owners in and to, and all of the goodwill associated with, the trademarks, service marks, trade names, service markslogos, service brand names, logos corporate names, business names, slogans, trade dress, Internet domain names and similar proprietary rights other trade indicia of Transferor Parent and its Affiliates to the extent incorporated Business that consist of or include the name ASTARIS or any name or trademark listed in or on Section 2.12(a) of the Transferred Assets held by the Newcos then affiliated with such Transferee Parent Disclosure Schedule (collectively, the "Proprietary Rights"“ASTARIS Marks”). Such rights shall include all rights in and to all income, providedroyalties, that (a)Transferee Parent acknowledges that the Proprietary Rights belong to Transferor Parent damages and its Affiliatespayments now or hereafter due or payable with respect to, and that neither Transferee Parent nor any in and to all rights of action arising from the ASTARIS Marks, all claims for damages by reason of past, present and future infringement of the ASTARIS Marks and the right to xxx and collect damages for such infringement, to be held and enjoyed by the Buyer for its Affiliates acquires any rights therein during or pursuant to such 150-day period; own use and benefit and for its successors and assigns. (b) After the Closing, the Buyer shall have the right to: (i) sell the finished goods Inventory purchased from the Seller; (ii) use in the operation of the Business all labels and packaging materials purchased by the Buyer; and (iii) use all such Transferred other logos, trademarks and trade identification of the Seller as are located at or on the Acquired Assets shall be used in a manner consistent with until such time as the use made by Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; Buyer may conveniently change them. (c) Transferee Parent Within thirty (30) calendar days following the Closing Date, the Seller and the Owners shall, and shall exercise reasonable efforts cause their respective subsidiaries to, amend or terminate any organizational document, business registration, certificate of assumed name or d/b/a filings or the like so as to remove all Proprietary Rights from eliminate such Person’s right to use, or do business under, the Transferred Assets it receives as soon as reasonably practicable following Closing name “Astaris,” or a name that is similar to such name, and (d) the Seller and the Owners shall not, and shall cause their respective subsidiaries not to, thereafter use of the Proprietary Rights during such period shall inure to the benefit of Transferor Parent; provided, that Transferee Parent shall indemnify and hold harmless Transferor Parent and its Affiliates for any Liabilities arising from name or otherwise relating to Transferee Parent's use of the Proprietary Rights. Upon expiration of such 150-day period, Transferee Parent shall remove all Proprietary Rights from the Transferred Assets held other names acquired 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 Transferor Parent's Buyer hereunder or its Affiliates' Proprietary Rights within ten Business Days and shall provide Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent and its Affiliates 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 such Transferee Parent and its Affiliates; provided, that such Transferee Parent and its Affiliates shall remove or discontinue using such Proprietary Rights promptly upon the return of such converters or other items to such 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 Agreementnames confusingly similar thereto.

Use of Names and Logos. For a period of 150 days after Closing, Transferee Parent and its Affiliates Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Transferor Parent Time Warner Cable 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 "Proprietary Rights"“Time Warner Cable Marks”), provided, that (a)Transferee Parent acknowledges a) Comcast Subsidiary and Holdco acknowledge that the Proprietary Rights Time Warner Cable Marks belong to Transferor Parent Time Warner Cable and its Affiliates, and that neither Transferee Parent Comcast Subsidiary nor any of its Affiliates acquires 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 Transferor Parent Time Warner Cable and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent Comcast Subsidiary shall exercise reasonable efforts to remove all Proprietary Rights Time Warner Cable Marks from the Transferred Assets it receives as soon as reasonably practicable following Closing Closing; and (d) the use of the Proprietary Rights Time Warner Cable Marks during such period shall inure to the benefit of Transferor ParentTime 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 Transferee Parent Holdco shall indemnify and hold harmless Transferor Parent and its Affiliates Time Warner Cable for any Liabilities arising from or otherwise relating to Transferee Parent's Holdco’s use of the Proprietary RightsTime Warner Cable Marks. Upon expiration of such 150-day period, Transferee Parent Comcast Subsidiary shall cause Holdco to remove all Proprietary Rights Time Warner Cable Marks 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 Transferor Parent's or its Affiliates' Proprietary Rights the Time Warner Cable Marks within ten Business Days and shall provide Transferor Parent Time Warner Cable with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent Comcast Subsidiary and its Affiliates Holdco shall not be required to remove or discontinue using any 44 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 such Transferee Parent Comcast Subsidiary and its AffiliatesHoldco; provided, that such Transferee Parent Comcast Subsidiary and its Affiliates Holdco shall remove or discontinue using such Proprietary Rights proprietary rights promptly upon the return of such converters or other items to such 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 Agreementtheir possession.

Use of Names and Logos. For a period of 150 days after Closing, Transferee Parent and its Affiliates shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of 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 "“Proprietary Rights"”), provided, that (a)Transferee a) Transferee Parent acknowledges that the Proprietary Rights belong to Transferor Parent and its Affiliates, and that that, except as expressly set forth in this Section 3.2, neither Transferee Parent nor 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 Transferor Parent and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent shall exercise reasonable efforts to remove all Proprietary Rights from the Transferred Assets it receives as soon as reasonably practicable following Closing Closing, and (d) the use of the Proprietary Rights during such period shall inure to the benefit of Transferor Parent; provided, that Transferee Parent shall indemnify and hold harmless Transferor Parent and its Affiliates for any Liabilities arising from or otherwise relating to Transferee Parent's ’s use of the Proprietary Rights. Upon expiration of such 150-day period, Transferee Parent shall remove all 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 Transferor Parent's ’s or its Affiliates' ’ Proprietary Rights within ten Business Days and shall provide Transferor Parent with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent and its Affiliates 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 such Transferee Parent and its Affiliates; provided, that such Transferee Parent and its Affiliates shall remove or discontinue using such Proprietary Rights promptly upon the return of such converters or other items to such 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, Transferee Parent and its Affiliates Holdco shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Transferor Parent Time Warner Cable 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 "Proprietary Rights"“Time Warner Cable Marks”), provided, that (a)Transferee Parent acknowledges a) Comcast Subsidiary and Holdco acknowledge that the Proprietary Rights Time Warner Cable Marks belong to Transferor Parent Time Warner Cable and its Affiliates, and that neither Transferee Parent Comcast Subsidiary nor any of its Affiliates acquires 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 Transferor Parent Time Warner Cable and its Affiliates of such Transferred Assets prior to Closing; (c) Transferee Parent Comcast Subsidiary shall exercise reasonable efforts to remove all Proprietary Rights Time Warner Cable Marks from the Transferred Assets it receives as soon as reasonably practicable following Closing Closing; and (d) the use of the Proprietary Rights Time Warner Cable Marks during such period shall inure to the benefit of Transferor ParentTime 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 Transferee Parent Holdco shall indemnify and hold harmless Transferor Parent and its Affiliates Time Warner Cable for any Liabilities arising from or otherwise relating to Transferee Parent's Holdco’s use of the Proprietary RightsTime Warner Cable Marks. Upon expiration of such 150-day period, Transferee Parent Comcast Subsidiary shall cause Holdco to remove all Proprietary Rights Time Warner Cable Marks 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 Transferor Parent's or its Affiliates' Proprietary Rights the Time Warner Cable Marks within ten Business Days and shall provide Transferor Parent Time Warner Cable with a written certification that it destroyed any and all such materials. Notwithstanding the foregoing, Transferee Parent Comcast Subsidiary and its Affiliates Holdco 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 such Transferee Parent Comcast Subsidiary and its AffiliatesHoldco; provided, that such Transferee Parent Comcast Subsidiary and its Affiliates Holdco shall remove or discontinue using such Proprietary Rights proprietary rights promptly upon the return of such converters or other items to such 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 Agreementtheir possession.

Use of Names and Logos. For a period of 150 days after Closingthe date hereof, Transferee Parent and its Affiliates the Comcast Group shall be entitled to use the trademarks, trade names, service marks, service names, logos and similar proprietary rights of Transferor Parent TWC and its Affiliates to the extent incorporated in or on the Comcast Transferred Assets held by and not part of the Newcos then affiliated with such Transferee Parent Comcast Transferred Assets (collectively, the "Proprietary Rights"“Time Warner Cable Marks”), provided, that (a)Transferee Parent a) the Comcast Group acknowledges that the Proprietary Rights Time Warner Cable Marks belong to Transferor Parent TWC and its Affiliates, and that neither Transferee Parent nor any of its Affiliates acquires the Comcast 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 Transferor Parent and its Affiliates of such Transferred Assets the Partnership prior to Closingthe date hereof; (c) Transferee Parent the Comcast Group shall exercise reasonable efforts to remove all Proprietary Rights Time Warner Cable Marks from the Comcast Transferred Assets it receives as soon as reasonably practicable following Closing the date hereof; and (d) the use of the Proprietary Rights Time Warner Cable Marks during such period shall inure to the benefit of Transferor ParentTWC; provided, that Transferee Parent Comcast Group shall indemnify and hold harmless Transferor Parent and its Affiliates TWC for any Liabilities arising from or otherwise relating to Transferee Parent's the Comcast Group’s use of the Proprietary RightsTime Warner Cable Marks. Upon expiration of such 150-day period, Transferee Parent shall the Comcast Group will remove all Proprietary Rights Time Warner Cable Marks from the Comcast 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 Transferor Parent's or its Affiliates' Proprietary Rights the Time Warner Cable Marks within ten Business Days and shall provide Transferor Parent with a written certification that it destroyed any and all such materialsDays. Notwithstanding the foregoing, Transferee Parent and its Affiliates the Comcast Group 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 such Transferee Parent and its Affiliatesthe Comcast Group; provided, that such Transferee Parent and its Affiliates the Comcast Group shall remove or discontinue using such Proprietary Rights proprietary rights promptly upon the return of such converters or other items to such 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 Agreementtheir possession.