Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane will have all rights in and use of the name "Crane" and all corporate symbols and logos related thereto and all derivatives thereof and the Company will have all rights in and use of the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereof. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Distribution Date in the case of United States Persons and 180 days after the Distribution Date in the case of non-United States Persons), the Company will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "Crane" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "Huttig" and all derivatives thereof. (b) From and after the Time of Distribution, the Company Group will not use or have any rights to the name "Crane" or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used or possessed by the Crane Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Xxxxx" or any derivative thereof or any name or xxxx confusingly similar thereto and the Company Group will not hold itself out as having any affiliation with the Crane Group. (c) From and after the Time of Distribution, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Company Group constituting Huttig Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto and the Crane Group will not hold itself out as having any affiliation with the Company Group. (d) The Company will not, and will cause each other member of the Company Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, the Company will, upon the request of Crane, and for a nominal consideration of one dollar, assign or cause to be assigned to Crane or any designee of Crane, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto. (e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, Crane will, upon the request of the Company, and for a nominal consideration of one dollar, assign or cause to be assigned to the Company or any designee of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto. (f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.
Appears in 2 contracts
Samples: Distribution Agreement (Huttig Building Products Inc), Distribution Agreement (Huttig Building Products Inc)
Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane subject to Section 5.02(b), Conexant will have own all rights in and use of Conexant or any of its Subsidiaries (including members of the name "Crane" Washington Group) in, and all corporate symbols and logos related thereto and all derivatives thereof and to the Company will have all rights in and use of of, the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereofConexant Marks. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Time of Distribution Date in the case of United States Persons and 180 days after the Time of Distribution Date in the case of non-United States Persons), the Company Washington will change the name of any Washington Subsidiary or other Person under its control to eliminate therefrom the name names "CraneConexant", "Conexant Systems" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "HuttigConexant Systems, Inc." and all derivatives thereof.
(b) From and after the Time of Distribution, except as permitted in this Section 5.02(b), the Company Washington Group will not use or have any rights to the name "Crane" Conexant Marks or any derivatives thereof or any other trademark, trade name, service xxxx mark or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type xxxx font, form, style, logo, design, device, trade dress or symbol used which contains, represents or possessed by evokes the Crane Group before Conexant Marks or any name or mark confusingly similar thereto. From and after the Time of Distribution which contains Distrixxxxon, the trademark, trade name or service xxxx "Xxxxx" or any derivative thereof or any name or xxxx confusingly similar thereto and the Company Washington Group will not hold itself out as having any affiliation with the Crane Conexant Group.
. However, Conexant hereby grants to Washington a non-exclusive, non-transferable (cother than by way of sublicenses to members of the Washington Group) From and after license to utilize without obligation to pay royalties to Conexant the Time of Distributionnames, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademarktrademarks, trade namenames and service marks "Conexant", service xxxx or logo of the Company Group constituting Huttig Assets"Conexant Systems" and "Conexant Systems, or Inc." and any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar theretoin connection with stationery, or any special scriptsupplies, type fontlabels, formcatalogs, stylevehicles, logosigns, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto packaging and the Crane Group will not hold itself out as having any affiliation with the Company Group.
(d) The Company will not, and will cause each other member products of the Company Group not toWashington Business, challenge or contest but only as described in paragraphs (i) through (vi) of this Section 5.02(b), subject to the validity terms and conditions of this Section 5.02(b) and Section 5.02(c), in each case in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade namesservice marks, corporate symbols or logos in were used by the Washington Business at any jurisdictiontime within the two year period preceding the Time of Distribution:
(i) All documents constituting Washington Assets as of the Time of Distribution within the following categories may be used for the duration of the periods following the Time of Distribution indicated below or until the supply is exhausted, whichever is the first to occur: Maximum Period of Permitted Use Following the Category of Documents Time of Distribution --------------------- -------------------- A. Stationery 3 months B. Invoices, purchase orders, debit and credit memos and other similar documents of a transactional nature 3 months C. Business cards 3 months D. Other outside forms such as packing lists, labels, packing materials and cartons, etc. 6 months E. Forms for internal use only 6 months F. Product literature 6 months; provided, however, that Washington will cause each document within any of the above categories A, B or F used for any goodwill incident theretopurpose within the stated period to clearly and prominently display a statement, the Company willform of which is approved by Conexant, upon to the request effect that the Washington Group was formerly affiliated with Conexant.
(ii) All vehicles constituting Washington Assets as of Cranethe Time of Distribution may continue to be used without re-marking (except as to legally required permit numbers, and license numbers, etc.) for a nominal consideration period not to exceed three months following the Time of one dollarDistribution or the date of disposition of the vehicle, assign whichever is the first to occur. Washington will cause all markings on such vehicles to be removed or permanently obscured prior to the disposition of such vehicles.
(iii) Within three months following the Time of Distribution, Washington will remove or cause to be assigned to Crane or any designee removed from display all signs and displays which contain the Conexant Marks.
(iv) Products of Cranethe Washington Business may have applied thereto the names, all right, title and interest in and to the use of such trademarks, trade namesnames or service marks "Conexant", corporate symbols "Conexant Systems" or logos in any and all jurisdictions"Conexant Systems, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, Inc." or any goodwill incident thereto, Crane will, upon the request of the Company, and Conexant corporate symbol or logo related thereto for a nominal consideration period of one dollar, assign or cause to be assigned to three months after the Company or any designee Time of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident theretoDistribution.
(f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Conexant Systems Inc), Contribution and Distribution Agreement (Alpha Industries Inc)
Use of Names, Trademarks, etc. (a) From and after the Time of DistributionContribution Time, Crane will have all rights in and use of the name "Crane" and all corporate symbols and logos related thereto and all derivatives thereof and the Company will have all rights in and use of the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereof. Prior subject to or promptly after the Time of Distribution (but in no event later than 90 days after the Distribution Date in the case of United States Persons and 180 days after the Distribution Date in the case of non-United States PersonsSection 7.02(b), the Company will own all rights of the Company or any of its Subsidiaries (including members of the MusicCo Group) in, and to the use of, the Company Marks. Prior to the Contribution Time, MusicCo will change the name of any MusicCo Subsidiary or other Person under its control to eliminate therefrom the name "Crane" and all derivatives thereof and Crane will change the name of any Subsidiary names “ERI” or other Person under its control to eliminate therefrom the name "Huttig" “Eastern Research, Inc.” and all derivatives thereof. At the Effective Time, the Company will change its corporate name to a name which does not include the words “Xxxxx Organ” or “Xxxxx Organ Company.”
(bi) From and after the Time of DistributionContribution Time, except as permitted in this Section 7.02(a), the Company MusicCo Group will not use or have any rights to the name "Crane" Company Marks or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx Trademark confusingly similar thereto, or any special scriptTrademark which contains, type font, form, style, logo, design, device, trade dress represents or symbol used or possessed by evokes the Crane Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Xxxxx" Company Marks or any derivative thereof or any name or xxxx Trademark confusingly similar thereto and the Company Group will not hold itself out as having any affiliation with the Crane Group.
(c) thereto. From and after the Time of DistributionContribution Time, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Company Group constituting Huttig Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto and the Crane MusicCo Group will not hold itself out as having any affiliation with the Company Group. However, the Company hereby grants to MusicCo a non- exclusive, non-transferable (whether by assignment, operation of law, change of control of MusicCo, or otherwise), non-sublicenseable (other than by way of sublicenses to members of the MusicCo Group) worldwide license to utilize without obligation to pay royalties to the Company “ERI” or “Eastern Research, Inc.” and any Trademark related thereto in connection with stationery, supplies, labels, catalogs, vehicles, signs, packaging and products of the MusicCo Business, for a three (3) month period, subject to the terms and conditions of this Section 7.02(a), in each case in the same manner and to the same extent as such names, trademarks, trade names, service marks, corporate symbols or logos were used by the MusicCo Business during the six (6) month period preceding the Contribution Time.
(di) The No member of the MusicCo Group or LandCo shall have any right, title or interest in or to the use of the Company Marks, either alone or in combination with any other Trademark. Anything contained herein to the contrary notwithstanding, in no event will any member of the MusicCo Group or LandCo utilize the Company Marks as a component of a company or trade name. MusicCo and LandCo will not, and MusicCo will cause each other member of the Company MusicCo Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(b)Company Marks, the registration thereof or the ownership thereof by the Crane Company Group. The Company MusicCo and LandCo will not, and MusicCo will cause each other member of the Company MusicCo Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, the Company will, upon the request of Crane, and for a nominal consideration of one dollar, assign or cause to be assigned to Crane or any designee of Crane, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logosMarks. If, notwithstanding the foregoing, any member of the Crane MusicCo Group or LandCo develops, adopts or acquires, directly or indirectly, any right, title or interest in in, or to the use of of, any such trademarks, trade names, corporate symbols or logos Company Marks in any jurisdiction, or any goodwill incident thereto, Crane MusicCo or LandCo, as applicable, will, upon the request of the Company, and for a nominal consideration of one dollarten (10) dollars, assign or cause to be assigned to the Company or any designee of the Company, all right, title and interest in in, and to the use of of, such trademarks, trade names, corporate symbols or logos Company Marks in any and all jurisdictions, together with any goodwill incident thereto.
(fii) The If the laws of any country require that any Company will cause each Xxxx or the right of any member of the Company MusicCo Group to comply with use any Trademark as permitted by Section 7.02(a) be registered in order to fully protect the provisions of this Section 3.10 Company Group, the Company and Crane MusicCo will cause cooperate in constituting such member of the Crane MusicCo Group to comply with as a registered user (or its equivalent) in each of the provisions countries in which such registration is necessary. If any such laws of this Section 3.10. Nothing in this Section 3.10 will prevent any country require that any such Trademark or the use by any member of the Crane MusicCo Group from enforcing of any such Trademark be registered prior to use in order to protect fully the provisions Company Group, the license granted pursuant to Section 7.02(a) will not extend to such country until such registration has been effected to the reasonable satisfaction of the Company. Any expenses for registering such Trademark or constituting such member of the MusicCo Group as a registered user in any country shall be borne by MusicCo. Any registration of such member of the MusicCo Group as a registered user of any xxxx hereunder shall be expunged on termination of the period of permitted use under this Section 3.10 against Agreement or upon a breach or threatened breach by any member of the Company MusicCo Group or any member of the Company Group from enforcing the provisions terms of this Section 3.10 against any member 7.02 and MusicCo will, upon request of the Crane Group.Company, take all necessary steps to cause such registration to be so expunged upon such termination or breach or threatened
Appears in 1 contract
Samples: Contribution and Purchase Agreement (Sycamore Networks Inc)
Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane Rockwell will have all rights in and use of the name names "CraneRockwell" and all corporate symbols and logos related thereto and all derivatives thereof and the Company will have all rights in and use of the name "HuttigRockwell International" and all corporate symbols and logos related thereto and all derivatives thereof. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Distribution Date in the case of United States Persons and 180 days after the Distribution Date in the case of non-United States Persons), the Company Automotive will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name names "CraneRockwell" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "HuttigRockwell International" and all derivatives thereof.
(b) From and after the Time of Distribution, except as permitted in this Section 3.09(b), the Company Automotive Group will not use or have any rights to the name names "CraneRockwell" or "Rockwell International" or any derivatives thereof or any other trademark, trade name, service xxxx or mark xx logo of the Crane Rockwell Group not constituting Crane Automotive Assets, including, without limitation, the trademarks, trade names and service marks "Rockwell" and "Rockwell International", or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which mark xxxch includes the words "CraneRockwell" or "Rockwell International" or any derivative thereof or name or xxxx confusingly mark xxxfusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used or possessed by the Crane Rockwell Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx mark "XxxxxXxckxxxx" xx "Rockxxxx Xxxernational" or any derivative thereof or any name or xxxx confusingly mark xxxfusingly similar thereto and the Company Automotive Group will not hold itself out as having any affiliation with the Crane Group.
(c) From and after the Time of Distribution, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Company Group constituting Huttig Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto and the Crane Group will not hold itself out as having any affiliation with the Company Group.
(d) The Company will not, and will cause each other member of the Company Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Rockwell Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, the Company will, upon the request of Crane, and for a nominal consideration of one dollar, assign or cause to be assigned to Crane or any designee of Crane, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, Crane will, upon the request of the Company, and for a nominal consideration of one dollar, assign or cause to be assigned to the Company or any designee of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto.
(f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.However,
Appears in 1 contract
Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane subject to Section 5.02(b), Conexant will have own all rights in and use of Conexant or any of its Subsidiaries (including members of the name "Crane" Washington Group) in, and all corporate symbols and logos related thereto and all derivatives thereof and to the Company will have all rights in and use of of, the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereofConexant Marks. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Time of Distribution Date in the case of United States Persons and 180 days after the Time of Distribution Date in the case of non-United States Persons), the Company Washington will change the name of any Washington Subsidiary or other Person under its control to eliminate therefrom the name names "CraneConexant", "Conexant Systems" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "HuttigConexant Systems, Inc." and all derivatives thereof.
(b) From and after the Time of Distribution, except as permitted in this Section 5.02(b), the Company Washington Group will not use or have any rights to the name "Crane" Conexant Marks or any derivatives thereof or any other trademark, trade name, service xxxx mark or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type fonttypx xxnt, form, style, logo, design, device, trade dress or symbol used which contains, represents or possessed by evokes the Crane Group before Conexant Marks or any name or mark confusingly similar thereto. From and after the Time of Distribution which contains Distributxxx, the trademark, trade name or service xxxx "Xxxxx" or any derivative thereof or any name or xxxx confusingly similar thereto and the Company Washington Group will not hold itself out as having any affiliation with the Crane Conexant Group.
. However, Conexant hereby grants to Washington a non-exclusive, non-transferable (cother than by way of sublicenses to members of the Washington Group) From and after license to utilize without obligation to pay royalties to Conexant the Time of Distributionnames, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademarktrademarks, trade namenames and service marks "Conexant", service xxxx or logo of the Company Group constituting Huttig Assets"Conexant Systems" and "Conexant Systems, or Inc." and any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar theretoin connection with stationery, or any special scriptsupplies, type fontlabels, formcatalogs, stylevehicles, logosigns, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto packaging and the Crane Group will not hold itself out as having any affiliation with the Company Group.
(d) The Company will not, and will cause each other member products of the Company Group not toWashington Business, challenge or contest but only as described in paragraphs (i) through (vi) of this Section 5.02(b), subject to the validity terms and conditions of this Section 5.02(b) and Section 5.02(c), in each case in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade namesservice marks, corporate symbols or logos in were used by the Washington Business at any jurisdictiontime within the two year period preceding the Time of Distribution:
(i) All documents constituting Washington Assets as of the Time of Distribution within the following categories may be used for the duration of the periods following the Time of Distribution indicated below or until the supply is exhausted, whichever is the first to occur: Maximum Period of Permitted Use Following the Category of Documents Time of Distribution --------------------- -------------------- A. Stationery 3 months B. Invoices, purchase orders, debit and credit memos and other similar documents of a 3 months transactional nature C. Business cards 3 months D. Other outside forms such as packing lists, labels, packing materials and cartons, etc. 6 months E. Forms for internal use only 6 months F. Product literature 6 months; provided, however, that Washington will cause each document within any of the above categories A, B or F used for any goodwill incident theretopurpose within the stated period to clearly and prominently display a statement, the Company willform of which is approved by Conexant, upon to the request effect that the Washington Group was formerly affiliated with Conexant.
(ii) All vehicles constituting Washington Assets as of Cranethe Time of Distribution may continue to be used without re-marking (except as to legally required permit numbers, and license numbers, etc.) for a nominal consideration period not to exceed three months following the Time of one dollarDistribution or the date of disposition of the vehicle, assign whichever is the first to occur. Washington will cause all markings on such vehicles to be removed or permanently obscured prior to the disposition of such vehicles.
(iii) Within three months following the Time of Distribution, Washington will remove or cause to be assigned to Crane or any designee removed from display all signs and displays which contain the Conexant Marks.
(iv) Products of Cranethe Washington Business may have applied thereto the names, all right, title and interest in and to the use of such trademarks, trade namesnames or service marks "Conexant", corporate symbols "Conexant Systems" or logos in any and all jurisdictions"Conexant Systems, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, Inc." or any goodwill incident thereto, Crane will, upon the request of the Company, and Conexant corporate symbol or logo related thereto for a nominal consideration period of one dollar, assign or cause to be assigned to three months after the Company or any designee Time of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident theretoDistribution.
(f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Conexant Systems Inc)
Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane subject to Section 5.02(b), Conexant will have own all rights in and use of Conexant or any of its Subsidiaries (including members of the name "Crane" Washington Group) in, and all corporate symbols and logos related thereto and all derivatives thereof and to the Company will have all rights in and use of of, the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereofConexant Marks. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Time of Distribution Date in the case of United States Persons and 180 days after the Time of Distribution Date in the case of non-United States Persons), the Company Washington will change the name of any Washington Subsidiary or other Person under its control to eliminate therefrom the name names "CraneConexant", "Conexant Systems" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "HuttigConexant Systems, Inc." and all derivatives thereof.
(b) From and after the Time of Distribution, except as permitted in this Section 5.02(b), the Company Washington Group will not use or have any rights to the name "Crane" Conexant Marks or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used which contains, represents or possessed by evokes the Crane Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Xxxxx" or any derivative thereof Conexant Marks or any name or xxxx confusingly similar thereto thereto. From and after the Company Time of Distribution, the Washington Group will not hold itself out as having any affiliation with the Crane Conexant Group.
. However, Conexant hereby grants to Washington a non-exclusive, non-transferable (cother than by way of sublicenses to members of the Washington Group) From and after license to utilize without obligation to pay royalties to Conexant the Time of Distributionnames, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademarktrademarks, trade namenames and service marks "Conexant", service xxxx or logo of the Company Group constituting Huttig Assets"Conexant Systems" and "Conexant Systems, or Inc." and any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar theretoin connection with stationery, or any special scriptsupplies, type fontlabels, formcatalogs, stylevehicles, logosigns, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto packaging and the Crane Group will not hold itself out as having any affiliation with the Company Group.
(d) The Company will not, and will cause each other member products of the Company Group not toWashington Business, challenge or contest but only as described in paragraphs (i) through (vi) of this Section 5.02(b), subject to the validity terms and conditions of this Section 5.02(b) and Section 5.02(c), in each case in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade namesservice marks, corporate symbols or logos in were used by the Washington Business at any jurisdictiontime within the two year period preceding the Time of Distribution:
(i) All documents constituting Washington Assets as of the Time of Distribution within the following categories may be used for the duration of the periods following the Time of Distribution indicated below or until the supply is exhausted, whichever is the first to occur: Maximum Period of Permitted Use Following the Category of Documents Time of Distribution --------------------- -------------------- A. Stationery 3 months B. Invoices, purchase orders, debit and credit memos and other similar documents of a 3 months transactional nature C. Business cards 3 months D. Other outside forms such as packing lists, labels, packing materials and cartons, etc. 6 months E. Forms for internal use only 6 months F. Product literature 6 months; provided, however, that Washington will cause each document within any of the above categories A, B or F used for any goodwill incident theretopurpose within the stated period to clearly and prominently display a statement, the Company willform of which is approved by Conexant, upon to the request effect that the Washington Group was formerly affiliated with Conexant.
(ii) All vehicles constituting Washington Assets as of Cranethe Time of Distribution may continue to be used without re-marking (except as to legally required permit numbers, and license numbers, etc.) for a nominal consideration period not to exceed three months following the Time of one dollarDistribution or the date of disposition of the vehicle, assign whichever is the first to occur. Washington will cause all markings on such vehicles to be removed or permanently obscured prior to the disposition of such vehicles.
(iii) Within three months following the Time of Distribution, Washington will remove or cause to be assigned to Crane or any designee removed from display all signs and displays which contain the Conexant Marks.
(iv) Products of Cranethe Washington Business may have applied thereto the names, all right, title and interest in and to the use of such trademarks, trade namesnames or service marks "Conexant", corporate symbols "Conexant Systems" or logos in any and all jurisdictions"Conexant Systems, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, Inc." or any goodwill incident thereto, Crane will, upon the request of the Company, and Conexant corporate symbol or logo related thereto for a nominal consideration period of one dollar, assign or cause to be assigned to three months after the Company or any designee Time of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident theretoDistribution.
(f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Skyworks Solutions Inc)
Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane subject to Section 5.02(b), Conexant will have own all rights in and use of Conexant or any of its Subsidiaries (including members of the name "Crane" Mindspeed Group) in, and all corporate symbols and logos related thereto and all derivatives thereof and to the Company will have all rights in and use of of, the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereofConexant Marks. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Time of Distribution Date in the case of United States Persons and 180 days after the Time of Distribution Date in the case of non-United States Persons), the Company Mindspeed will change the name of any Mindspeed Subsidiary or other Person under its control to eliminate therefrom the name names "CraneConexant", "Conexant Systems" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "HuttigConexant Systems, Inc." and all derivatives thereof.
(b) From and after the Time of Distribution, except as permitted in this Section 5.02(b), the Company Mindspeed Group will not use or have any rights to the name "Crane" Conexant Marks or any derivatives thereof or any other trademark, trade name, service xxxx mark or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type fontxxxx, form, style, logo, design, device, trade dress or symbol used which contains, represents or possessed by evokes the Crane Group before Conexant Marks or any name or mark confusingly similar thereto. From and after the Time of Distribution which contains the trademarkDistributiox, trade name or service xxxx "Xxxxx" or any derivative thereof or any name or xxxx confusingly similar thereto and the Company xhe Mindspeed Group will not hold itself out as having any affiliation with the Crane Conexant Group.
. However, Conexant hereby grants to Mindspeed a non-exclusive, non-transferable (cother than by way of sublicenses to members of the Mindspeed Group) From and after license to utilize without obligation to pay royalties to Conexant the Time of Distributionnames, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademarktrademarks, trade namenames and service marks "Conexant", service xxxx or logo of the Company Group constituting Huttig Assets"Conexant Systems" and "Conexant Systems, or Inc." and any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar theretoin connection with stationery, or any special scriptsupplies, type fontlabels, formcatalogs, stylevehicles, logosigns, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto packaging and the Crane Group will not hold itself out as having any affiliation with the Company Group.
(d) The Company will not, and will cause each other member products of the Company Group not toMindspeed Business, challenge or contest but only as described in paragraphs (i) through (v) of this Section 5.02(b), subject to the validity terms and conditions of this Section 5.02(b) and Section 5.02(c), in each case in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade namesservice marks, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, the Company will, upon the request of Crane, and for a nominal consideration of one dollar, assign or cause to be assigned to Crane or any designee of Crane, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof were used by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere Mindspeed Business at any time for any registration within the two year period preceding the Distribution:
(i) All documents constituting Mindspeed Assets as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to Time of Distribution within the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, or any goodwill incident thereto, Crane will, upon following categories may be used for the request duration of the Companyperiods following the Distribution indicated below or until the supply is exhausted, and for a nominal consideration whichever is the first to occur: Maximum Period of one dollar, assign or cause to be assigned to Permitted Use Following the Company or any designee Category of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident thereto.
(f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.Documents Distribution --------------------- ------------ A. Stationery 6 months
Appears in 1 contract
Samples: Distribution Agreement (Mindspeed Technologies Inc)
Use of Names, Trademarks, etc. (a) From and after the Time of Distribution, Crane subject to Section 5.02(b), Conexant will have own all rights in and use of Conexant or any of its Subsidiaries (including members of the name "Crane" Mindspeed Group) in, and all corporate symbols and logos related thereto and all derivatives thereof and to the Company will have all rights in and use of of, the name "Huttig" and all corporate symbols and logos related thereto and all derivatives thereofConexant Marks. Prior to or promptly after the Time of Distribution (but in no event later than 90 days after the Time of Distribution Date in the case of United States Persons and 180 days after the Time of Distribution Date in the case of non-United States Persons), the Company Mindspeed will change the name of any Mindspeed Subsidiary or other Person under its control to eliminate therefrom the name names "CraneConexant", "Conexant Systems" and all derivatives thereof and Crane will change the name of any Subsidiary or other Person under its control to eliminate therefrom the name "HuttigConexant Systems, Inc." and all derivatives thereof.
(b) From and after the Time of Distribution, except as permitted in this Section 5.02(b), the Company Mindspeed Group will not use or have any rights to the name "Crane" Conexant Marks or any derivatives thereof or any other trademark, trade name, service xxxx or logo of the Crane Group constituting Crane Assets, or any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Crane" or any derivative thereof or name or xxxx confusingly similar thereto, or any special script, type font, form, style, logo, design, device, trade dress or symbol used which contains, represents or possessed by evokes the Crane Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Xxxxx" or any derivative thereof Conexant Marks or any name or xxxx confusingly similar thereto thereto. From and after the Company Time of Distribution, the Mindspeed Group will not hold itself out as having any affiliation with the Crane Conexant Group.
. However, Conexant hereby grants to Mindspeed a non-exclusive, non-transferable (cother than by way of sublicenses to members of the Mindspeed Group) From and after 38 license to utilize without obligation to pay royalties to Conexant the Time of Distributionnames, the Crane Group will not use or have any rights to the name "Huttig" or any derivatives thereof or any other trademarktrademarks, trade namenames and service marks "Conexant", service xxxx or logo of the Company Group constituting Huttig Assets"Conexant Systems" and "Conexant Systems, or Inc." and any corporate symbol or logo related thereto or to any thereof or any name or xxxx which includes the words "Huttig" or any derivative thereof or name or xxxx confusingly similar theretoin connection with stationery, or any special scriptsupplies, type fontlabels, formcatalogs, stylevehicles, logosigns, design, device, trade dress or symbol used or possessed by the Company Group before or after the Time of Distribution which contains the trademark, trade name or service xxxx "Huttig" or any derivative thereof or any name or xxxx confusingly similar thereto packaging and the Crane Group will not hold itself out as having any affiliation with the Company Group.
(d) The Company will not, and will cause each other member products of the Company Group not toMindspeed Business, challenge or contest but only as described in paragraphs (i) through (v) of this Section 5.02(b), subject to the validity terms and conditions of this Section 5.02(b) and Section 5.02(c), in each case in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos described in Section 3.10(b), the registration thereof or the ownership thereof by the Crane Group. The Company will not, and will cause each other member of the Company Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any title or interest in or to the use of any such trademarks, trade namesservice marks, corporate symbols or logos in were used by the Mindspeed Business at any jurisdictiontime within the two year period preceding the Distribution:
(i) All documents constituting Mindspeed Assets as of the Time of Distribution within the following categories may be used for the duration of the periods following the Distribution indicated below or until the supply is exhausted, whichever is the first to occur: Maximum Period of Permitted Use Following the Category of Documents Distribution --------------------- ------------ A. Stationery 6 months B. Invoices, purchase orders, debit and credit memos and other similar documents of a transactional nature 6 months C. Business cards 6 months D. Other outside forms such as packing lists, labels, packing materials and cartons, etc. 6 months E. Forms for internal use only 6 months F. Product literature 6 months; provided, however, that Mindspeed will cause each document within any of the above categories A, B or F used for any goodwill incident theretopurpose within the stated period to clearly and prominently display a statement, the Company willform of which is approved by Conexant, upon to the request effect that the Mindspeed Group was formerly affiliated with Conexant.
(ii) All vehicles constituting Mindspeed Assets as of Cranethe Time of Distribution may continue to be used without re-marking (except as to legally required permit numbers, and license numbers, etc.) for a nominal consideration period not to exceed six months following the Distribution Date or the date of one dollardisposition of the vehicle, assign whichever is the first to occur. Mindspeed will cause all markings on such vehicles to be removed or permanently obscured prior to the disposition of such vehicles.
(iii) Within six months following the Distribution Date, Mindspeed will remove or cause to be assigned to Crane or any designee removed from display all signs and displays which contain the Conexant Marks.
(iv) Products of Cranethe Mindspeed Business may have applied thereto the names, all right, title and interest in and to the use of such trademarks, trade namesnames or service marks "Conexant", corporate symbols "Conexant Systems" or logos in any and all jurisdictions"Conexant Systems, together with any goodwill incident thereto.
(e) Crane will not, and will cause each other member of the Crane Group not to, challenge or contest the validity of the trademarks, trade names, corporate symbols or logos described in Section 3.10(c), the registration thereof or the ownership thereof by the Company Group. Crane will not, and will cause each other member of the Crane Group not to, apply anywhere at any time for any registration as owner or exclusive licensee of such trademarks, trade names, corporate symbols or logos. If, notwithstanding the foregoing, any member of the Crane Group develops, adopts or acquires, directly or indirectly, any right, title or interest in or to the use of any such trademarks, trade names, corporate symbols or logos in any jurisdiction, Inc." or any goodwill incident thereto, Crane will, upon the request of the Company, and Conexant corporate symbol or logo related thereto for a nominal consideration period of one dollar, assign or cause to be assigned to six months after the Company or any designee of the Company, all right, title and interest in and to the use of such trademarks, trade names, corporate symbols or logos in any and all jurisdictions, together with any goodwill incident theretoDistribution.
(f) The Company will cause each member of the Company Group to comply with the provisions of this Section 3.10 and Crane will cause such member of the Crane Group to comply with the provisions of this Section 3.10. Nothing in this Section 3.10 will prevent any member of the Crane Group from enforcing the provisions of this Section 3.10 against any member of the Company Group or any member of the Company Group from enforcing the provisions of this Section 3.10 against any member of the Crane Group.
Appears in 1 contract
Samples: Distribution Agreement (Mindspeed Technologies Inc)