Use of Names, Trademarks, etc. (a) From and after the Closing, except as permitted in Section 6.6(b), neither Buyer nor its Affiliates (including the Company after the Closing) will use or have any rights to any of the Retained Names and neither Buyer nor its Affiliates (including the Company after the Closing) will hold itself out as having any affiliation with Seller or any of its Affiliates. (b) Seller hereby grants, or, as applicable, shall cause its Affiliates to grant, to the Company a non-exclusive, non-transferable license to utilize, without obligation to pay royalties to Seller or any of its Affiliates, the Retained Names in connection with stationery, supplies, labels, catalogs, vehicles, signs and products of the Company described in sections (i) through (iv) of this Section 6.6(b), subject to the terms and conditions of this Section 6.6(b) and Section 6.6(c), in each case, solely in connection with the operation of the Business and in all material respects in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos were used by the Company immediately prior to the Closing; provided that such use is in all material respects in accordance with the Company’ usage of such Seller trademarks prior to the Closing and such license shall cease immediately upon expiration of the periods identified below. Buyer agrees that the nature and quality of all goods and services rendered by the Company in connection with such names, trademarks, trade names, corporate symbols or logos shall be advertised, offered and provided in a manner consistent in all material respects with the nature and quality of the goods and services and the quality control standards previously associated with or used by the Company, and that the Company will use such names, trademarks, trade names, corporate symbols or logos in compliance in all material respects with all applicable laws and regulations. (i) All stationery, business cards, outside forms such as packing lists, labels, and cartons, forms for internal use only and product literature constituting assets of the Company as of the Closing may be used for a period of ninety (90) days following the Closing or until the supply is exhausted, whichever is the first to occur. (ii) All invoices, purchase orders and other similar documents of a transactional nature constituting assets of the Company as of the Closing may be used for a period of two (2) years following the Closing, or until the supply is exhausted, or until the Company is wound up or dissolved, whichever is the first to occur; provided, that this clause (ii) shall not permit Buyer to continue using invoices, purchase orders or other similar documents that use the name “Iberdrola”, “Iberdrola Renewables”, “Avangrid,” “Avangrid Renewables” and any corporate symbols and logos related thereto for a period longer than ninety (90) days following the Closing. (iii) All vehicles (if any) constituting assets of the Company as of the Closing may continue to be used without remarking (except as to legally required permit numbers, license numbers, etc.) for a period of ninety (90) days following the Closing or until the date of disposition of the vehicle, whichever is the first to occur. (iv) Within ninety (90) days following the Closing, Buyer will cause the Company to remove from display at all owned and leased facilities constituting assets of the Company all displays or signage which contain the names, trademarks or trade names “Iberdrola,” “Iberdrola Renewables,” “Avangrid,” “Avangrid Renewables” or any corporate symbol or logo related thereto. (v) Notwithstanding any provision to the contrary in Section 6.6, until the earlier to occur of (i) the winding up and dissolution of the Company and (ii) the two (2)-year anniversary of the Closing Date, Buyer may continue to use “Enstor Energy” and “Enstor Energy Services”, for business purposes in a similar manner as used by the Company prior to Closing, with such modifications in written communications as reasonably necessary to make clear that the Company is an Affiliate of Buyer (for example, such as including the phrase “a CCI company” on Company letterhead). In addition, Seller will coordinate prior to Closing directing Internet traffic for Persons seeking Enstor Energy using any domain names owned by Seller or its Affiliates to Buyer’s website (including xxx.xxxxxxxxxxxx.xxx), and directing Internet communications through email and blogs and other social media to Buyer. Buyer agrees that it will use its reasonable best efforts to wind up and dissolve the Company as soon as practicable following the twelve (12)-month anniversary of the Closing Date. (c) (i)Apart from the rights granted under Section 6.6(b), neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company) shall have any right, title or interest in, or to the use of, any of the Retained Names, either alone or in combination with any other word, name, symbol, device, trademarks, or any combination thereof. Buyer will not, and will cause each of its Affiliates (including the Company) not to, challenge or contest the validity of any of the Retained Names, the registration thereof or the ownership thereof by Seller. Buyer will not, and will cause each of its Affiliates (including the Company) not to, apply anywhere at any time for any registration as owner or exclusive licensee of any of the Retained Names. If, notwithstanding the foregoing, Buyer or any of its Affiliates (including the Company) develops, adopts or acquires, directly or indirectly, any right, title or interest in, or to the use of, any of the Retained Names in any jurisdiction, or any goodwill incident thereto, Buyer will, upon the request of Seller, and for a nominal consideration of one dollar, assign or cause to be assigned to Seller or any designee of Seller, all right, title and interest in, and to the use of, such Retained Names in any and all jurisdictions, together with any goodwill incident thereto.
Appears in 1 contract
Samples: Purchase Agreement (Avangrid, Inc.)
Use of Names, Trademarks, etc. (a) From and after the ClosingEffective Time, except as permitted in Section 6.6(b8.6(b), neither none of Buyer nor or its Affiliates (including the Company after the ClosingAcquired Companies) will use or have any rights to any of the Retained Names Names. From and neither after the Effective Time, none of Buyer nor or its Affiliates (including the Company after the ClosingAcquired Companies) will hold itself out as having any affiliation with Seller or any of its Affiliates.
(b) Seller hereby grants, or, as applicable, shall cause its Affiliates to grant, grants to the Company Acquired Companies a non-exclusive, non-transferable license to utilize, without obligation to pay royalties to Seller or any of its Affiliates, the Retained Names names, trademarks or trade names “Rockwell” and “Rockwell Automation” and any corporate symbol or logo related thereto in connection with stationery, supplies, labels, catalogs, vehicles, signs and products of the Company Acquired Companies described in sections (i) through (iv) of this Section 6.6(b8.6(b), subject to the terms and conditions of this Section 6.6(b8.6(b) and Section 6.6(c8.6(c), in each case, solely in connection with the operation of the Business and in all material respects in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos were used by the Company Acquired Companies immediately prior to the ClosingEffective Time; provided that such use is in all material respects in accordance with the Company’ usage of such Seller trademarks prior to the Closing and such license shall cease immediately upon expiration of the periods identified below. All goodwill arising from such use shall inure to Seller. Buyer agrees that the nature and quality of all goods and services rendered by the Company Acquired Companies in connection with such names, trademarks, trade names, corporate symbols or logos shall be advertised, offered and provided in a manner consistent in all material respects with the nature and quality of the goods and services and the quality control standards previously associated with or used by the CompanyAcquired Companies, and that the Company Acquired Companies will use such names, trademarks, trade names, corporate symbols or logos in compliance in all material respects with all applicable laws and regulations.
(i) All stationery, invoices, purchase orders and other similar documents of a transactional nature, business cards, outside forms such as packing lists, labels, and cartons, forms for internal use only and product literature constituting assets of the Company Acquired Companies as of the Closing Effective Time may be used for a period of ninety (90) days following the Closing Effective Time or until the supply is exhausted, whichever is the first to occur.
(ii) All invoices, purchase orders and other similar documents of a transactional nature vehicles constituting assets of the Company Acquired Companies as of the Closing may be used for a period of two (2) years following the Closing, or until the supply is exhausted, or until the Company is wound up or dissolved, whichever is the first to occur; provided, that this clause (ii) shall not permit Buyer to continue using invoices, purchase orders or other similar documents that use the name “Iberdrola”, “Iberdrola Renewables”, “Avangrid,” “Avangrid Renewables” and any corporate symbols and logos related thereto for a period longer than ninety (90) days following the Closing.
(iii) All vehicles (if any) constituting assets of the Company as of the Closing Effective Time may continue to be used without remarking (except as to legally required permit numbers, license numbers, etc.) for a period of not to exceed (A) ninety (90) days following the Closing Effective Time or until (B) the date of disposition of the vehicle, whichever is the first to occur.
(iviii) Within ninety (90) thirty days following the ClosingEffective Time, Buyer will cause the Company Acquired Companies to remove from display at all owned and leased facilities constituting assets of the Company Acquired Companies all displays or signage (other than signage) which contain the names, trademarks or trade names “Iberdrola,Rockwell” or “Iberdrola Renewables,” “Avangrid,” “Avangrid RenewablesRockwell Automation” or any corporate symbol or logo related theretothereto and Buyer will cause the Acquired Companies to remove, or will cause the removal of, all signage of any kind containing any such name, trademark, trade name, corporate symbol or logo at all such facilities no later than ninety days following the Effective Time.
(viv) Notwithstanding any provision Products of the Acquired Companies in finished goods inventory and work in process (to the contrary in Section 6.6, until extent the earlier to occur of (i) the winding up and dissolution same bear any of the Company and (iinames, trademarks or trade names “Rockwell” or “Rockwell Automation” or any corporate symbol or logo related thereto at the Effective Time) may be disposed of without remarking in the two (2)-year anniversary Ordinary Course of the Closing Date, Buyer may continue to use “Enstor Energy” and “Enstor Energy Services”, for business purposes in a similar manner as used by the Company prior to Closing, with such modifications in written communications as reasonably necessary to make clear that the Company is an Affiliate of Buyer (for example, such as including the phrase “a CCI company” on Company letterhead). In addition, Seller will coordinate prior to Closing directing Internet traffic for Persons seeking Enstor Energy using any domain names owned by Seller or its Affiliates to Buyer’s website (including xxx.xxxxxxxxxxxx.xxx), and directing Internet communications through email and blogs and other social media to Buyer. Buyer agrees that it will use its reasonable best efforts to wind up and dissolve the Company as soon as practicable following the twelve (12)-month anniversary of the Closing DateBusiness.
(c) (i)Apart i) Apart from the rights granted under Section 6.6(b8.6(b), neither none of Buyer nor or any of its Affiliates (including, after including the Closing Date, the CompanyAcquired Companies) shall have any right, title or interest in, or to the use of, any of the Retained Names, either alone or in combination with any other word, name, symbol, device, trademarks, or any combination thereof. Anything contained herein to the contrary notwithstanding, except as expressly permitted by Section 8.6(b), in no event will Buyer or any of its Affiliates (including the Acquired Companies) utilize any of the Retained Names as a component of a company or trade name. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, challenge or contest the validity of any of the Retained Names, the registration thereof or the ownership thereof by Seller. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, apply anywhere at any time for any registration as owner or exclusive licensee of any of the Retained Names. If, notwithstanding the foregoing, Buyer or any of its Affiliates (including the CompanyAcquired Companies) develops, adopts or acquires, directly or indirectly, any right, title or interest in, or to the use of, any of the Retained Names in any jurisdiction, or any goodwill incident thereto, Buyer will, upon the request of Seller, and for a nominal consideration of one dollar, assign or cause to be assigned to Seller or any designee of Seller, all right, title and interest in, and to the use of, such Retained Names in any and all jurisdictions, together with any goodwill incident thereto.
(ii) If the laws of any country require that any xxxx subject to Section 8.6(b) or the right of any of the Acquired Companies to use any xxxx as permitted by Section 8.6(b) be registered in order to fully protect Seller, then Buyer and Seller will cooperate in constituting such Acquired Company as a registered user (or its equivalent) in each of the countries in which such registration is necessary. Any expenses for registering such xxxx or constituting an Acquired Company as a registered user in any country shall be borne by Buyer. Any registration of an Acquired Company as a registered user of any xxxx hereunder shall be expunged on termination of the period of permitted use under this Agreement or upon a breach or threatened breach by Buyer or any of its Affiliates (including the Acquired Companies) of the terms of this Section 8.6 and Buyer will, upon request of Seller, take or cause to be taken all necessary steps to cause such registration to be so expunged upon such termination or breach or threatened breach.
(iii) Seller will have the right to terminate the license granted in Section 8.6(b) in the event of a material breach of this Section 8.6(c) by Buyer or any of its Affiliates (including the Acquired Companies) that has not been cured within thirty days after written notice thereof by Seller to Buyer.
(iv) Buyer hereby constitutes and appoints Seller the true and lawful attorney of Buyer and its Affiliates (including the Acquired Companies) to act as their attorney-in-fact to execute any documents and to take all necessary steps to cause Buyer and its Affiliates to perform any of their obligations set forth in this Section 8.6(c).
Appears in 1 contract
Use of Names, Trademarks, etc. (a) From and after the ClosingEffective Time, except as permitted in Section 6.6(b8.6(b), neither none of Buyer nor or its Affiliates (including the Company after the ClosingAcquired Companies) will use or have any rights to any of the Retained Names Names. From and neither after the Effective Time, none of Buyer nor or its Affiliates (including the Company after the ClosingAcquired Companies) will hold itself out as having any affiliation with Seller or any of its Affiliates.
(b) Seller hereby grants, or, as applicable, shall cause its Affiliates to grant, grants to the Company Acquired Companies a non-exclusive, non-transferable license to utilize, without obligation to pay royalties to Seller or any of its Affiliates, the Retained Names names, trademarks or trade names “Rockwell” and “Rockwell Automation” and any corporate symbol or logo related thereto in connection with stationery, supplies, labels, catalogs, vehicles, signs and products of the Company Acquired Companies described in sections (i) through (iv) of this Section 6.6(b8.6(b), subject to the terms and conditions of this Section 6.6(b8.6(b) and Section 6.6(c8.6(c), in each case, solely in connection with the operation of the Business and in all material respects in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos were used by the Company Acquired Companies immediately prior to the ClosingEffective Time; provided that such use is in all material respects in accordance with the Company’ usage of such Seller trademarks prior to the Closing and such license shall cease immediately upon expiration of the periods identified below. All goodwill arising from such use shall inure to Seller. Buyer agrees that the nature and quality of all goods and services rendered by the Company Acquired Companies in connection with such names, trademarks, trade names, corporate symbols or logos shall be advertised, offered and provided in a manner consistent in all material respects with the nature and quality of the goods and services and the quality control standards previously associated with or used by the CompanyAcquired Companies, and that the Company Acquired Companies will use such names, trademarks, trade names, corporate symbols or logos in compliance in all material respects with all applicable laws and regulations.
(i) All stationery, invoices, purchase orders and other similar documents of a transactional nature, business cards, outside forms such as packing lists, labels, and cartons, forms for internal use only and product literature constituting assets of the Company Acquired Companies as of the Closing Effective Time may be used for a period of ninety (90) days following the Closing Effective Time or until the supply is exhausted, whichever is the first to occur.
(ii) All invoices, purchase orders and other similar documents of a transactional nature vehicles constituting assets of the Company Acquired Companies as of the Closing may be used for a period of two (2) years following the Closing, or until the supply is exhausted, or until the Company is wound up or dissolved, whichever is the first to occur; provided, that this clause (ii) shall not permit Buyer to continue using invoices, purchase orders or other similar documents that use the name “Iberdrola”, “Iberdrola Renewables”, “Avangrid,” “Avangrid Renewables” and any corporate symbols and logos related thereto for a period longer than ninety (90) days following the Closing.
(iii) All vehicles (if any) constituting assets of the Company as of the Closing Effective Time may continue to be used without remarking (except as to legally required permit numbers, license numbers, etc.) for a period of not to exceed (A) ninety (90) days following the Closing Effective Time or until (B) the date of disposition of the vehicle, whichever is the first to occur.
(iviii) Within ninety (90) thirty days following the ClosingEffective Time, Buyer will cause the Company Acquired Companies to remove from display at all owned and leased facilities constituting assets of the Company Acquired Companies all displays or signage (other than signage) which contain the names, trademarks or trade names “Iberdrola,Rockwell” or “Iberdrola Renewables,” “Avangrid,” “Avangrid RenewablesRockwell Automation” or any corporate symbol or logo related theretothereto and Buyer will cause the Acquired Companies to remove, or will cause the removal of, all signage of any kind containing any such name, trademark, trade name, corporate symbol or logo at all such facilities no later than ninety days following the Effective Time.
(viv) Notwithstanding any provision Products of the Acquired Companies in finished goods inventory and work in process (to the contrary in Section 6.6, until extent the earlier to occur of (i) the winding up and dissolution same bear any of the Company and (iinames, trademarks or trade names “Rockwell” or “Rockwell Automation” or any corporate symbol or logo related thereto at the Effective Time) may be disposed of without remarking in the two (2)-year anniversary Ordinary Course of the Closing Date, Buyer may continue to use “Enstor Energy” and “Enstor Energy Services”, for business purposes in a similar manner as used by the Company prior to Closing, with such modifications in written communications as reasonably necessary to make clear that the Company is an Affiliate of Buyer (for example, such as including the phrase “a CCI company” on Company letterhead). In addition, Seller will coordinate prior to Closing directing Internet traffic for Persons seeking Enstor Energy using any domain names owned by Seller or its Affiliates to Buyer’s website (including xxx.xxxxxxxxxxxx.xxx), and directing Internet communications through email and blogs and other social media to Buyer. Buyer agrees that it will use its reasonable best efforts to wind up and dissolve the Company as soon as practicable following the twelve (12)-month anniversary of the Closing DateBusiness.
(c) (i)Apart i) Apart from the rights granted under Section 6.6(b8.6(b), neither none of Buyer nor or any of its Affiliates (including, after including the Closing Date, the CompanyAcquired Companies) shall have any right, title or interest in, or to the use of, any of the Retained Names, either alone or in combination with any other word, name, symbol, device, trademarks, or any combination thereof. Anything contained herein to the contrary notwithstanding, except as expressly permitted by Section 8.6(b), in no event will Buyer or any of its Affiliates (including the Acquired Companies) utilize any of the Retained Names as a component of a company or trade name. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, challenge or contest the validity of any of the Retained Names, the registration thereof or the ownership thereof by Seller. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, apply anywhere at any time for any registration as owner or exclusive licensee of any of the Retained Names. If, notwithstanding the foregoing, Buyer or any of its Affiliates (including the CompanyAcquired Companies) develops, adopts or acquires, directly or indirectly, any right, title or interest in, or to the use of, any of the Retained Names in any jurisdiction, or any goodwill incident thereto, Buyer will, upon the request of Seller, and for a nominal consideration of one dollar, assign or cause to be assigned to Seller or any designee of Seller, all right, title and interest in, and to the use of, such Retained Names in any and all jurisdictions, together with any goodwill incident thereto.
Appears in 1 contract
Use of Names, Trademarks, etc. (a) From and after the Closing, except as permitted in Section 6.6(b8.9(b), neither Buyer nor its Affiliates (including the Company after the ClosingAcquired Companies) will use or have any rights to any of the Retained Names Names. From and after the Closing, neither Buyer nor its Affiliates (including the Company after the ClosingAcquired Companies) will hold itself out as having any affiliation with Seller or any of its Affiliates.
(b) Seller hereby grants, or, as applicable, shall cause its Affiliates to grant, grants to the Company Acquired Companies a non-exclusive, non-transferable license to utilize, without obligation to pay royalties to Seller or any of its Affiliates, the Retained Names in connection with stationery, supplies, labels, catalogs, vehicles, signs and products of the Company Acquired Companies described in sections (i) through (iviii) of this Section 6.6(b8.9(b), subject to the terms and conditions of this Section 6.6(b8.9(b) and Section 6.6(c8.9(c), in each case, solely in connection with the operation of the Business and in all material respects in substantially the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos were used by the Company Acquired Companies immediately prior to the Closing; provided provided, that such use is in all material respects in accordance with Seller’s trademark usage guidelines as in effect at the Company’ usage of such Seller trademarks prior to the Closing Closing, and such license shall cease immediately upon expiration of the periods identified below. All goodwill arising from such use shall inure to Seller. Buyer agrees that the nature and quality of all goods and services rendered by the Company Acquired Companies in connection with such names, trademarks, trade names, corporate symbols or logos shall be advertised, offered and provided in a manner consistent in all material respects with the nature and quality of the goods and services and the quality control standards previously associated with or used by the CompanyAcquired Companies, and that the Company Acquired Companies will use such names, trademarks, trade names, corporate symbols or logos in compliance in all material respects with all applicable laws Laws and regulationsregulations in accordance with past practice.
(i) All stationery, invoices, purchase orders and other similar documents of a transactional nature, business cards, outside forms such as packing lists, labels, and cartons, forms for internal use only and product literature constituting assets of the Company Acquired Companies as of the Closing may be used for a period of ninety (90) days following the Closing or until the supply is exhausted, whichever is the first to occur.
(ii) All invoices, purchase orders and other similar documents of a transactional nature vehicles constituting assets of the Company as of the Closing may be used for a period of two (2) years following the Closing, or until the supply is exhausted, or until the Company is wound up or dissolved, whichever is the first to occur; provided, that this clause (ii) shall not permit Buyer to continue using invoices, purchase orders or other similar documents that use the name “Iberdrola”, “Iberdrola Renewables”, “Avangrid,” “Avangrid Renewables” and any corporate symbols and logos related thereto for a period longer than ninety (90) days following the Closing.
(iii) All vehicles (if any) constituting assets of the Company Acquired Companies as of the Closing may continue to be used without remarking (except as to legally required permit numbers, license numbers, etc.) for a period of ninety one hundred twenty (90120) days following the Closing or until the date of disposition of the vehicle, whichever is the first to occur.
(iviii) Within ninety sixty (9060) days following the Closing, Buyer will cause the Company Acquired Companies to remove from display at all owned and leased facilities constituting assets of the Company Acquired Companies all displays or signage which contain the names, trademarks or trade names “IberdrolaIberdrola USA,” or “Iberdrola Renewables,” “Avangrid,” “Avangrid RenewablesEnergy East” or any corporate symbol or logo related thereto.
(v) Notwithstanding any provision to the contrary in Section 6.6, until the earlier to occur of (i) the winding up and dissolution of the Company and (ii) the two (2)-year anniversary of the Closing Date, Buyer may continue to use “Enstor Energy” and “Enstor Energy Services”, for business purposes in a similar manner as used by the Company prior to Closing, with such modifications in written communications as reasonably necessary to make clear that the Company is an Affiliate of Buyer (for example, such as including the phrase “a CCI company” on Company letterhead). In addition, Seller will coordinate prior to Closing directing Internet traffic for Persons seeking Enstor Energy using any domain names owned by Seller or its Affiliates to Buyer’s website (including xxx.xxxxxxxxxxxx.xxx), and directing Internet communications through email and blogs and other social media to Buyer. Buyer agrees that it will use its reasonable best efforts to wind up and dissolve the Company as soon as practicable following the twelve (12)-month anniversary of the Closing Date.
(c) (i)Apart Apart from the rights granted under Section 6.6(b8.9(b), neither Buyer nor any of its Affiliates (including, after including the Closing Date, the CompanyAcquired Companies) shall have any right, title or interest in, or to the use of, any of the Retained Names, either alone or in combination with any other word, name, symbol, device, trademarks, or any combination thereof. Anything contained herein to the contrary notwithstanding, except as expressly permitted by Section 8.9(b), in no event will Buyer or any of its Affiliates (including the Acquired Companies) utilize any of the Retained Names as a component of a company or trade name. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, challenge or contest the validity of any of the Retained Names, the registration thereof or the ownership thereof by Seller. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, apply anywhere at any time for any registration as owner or exclusive licensee of any of the Retained Names. If, notwithstanding the foregoing, Buyer or any of its Affiliates (including the CompanyAcquired Companies) develops, adopts or acquires, directly or indirectly, any right, title or interest in, or to the use of, any of the Retained Names in any jurisdiction, or any goodwill incident thereto, Buyer will, upon the request of Seller, and for a nominal consideration of one dollar, assign or cause to be assigned to Seller or any designee of Seller, all right, title and interest in, and to the use of, such Retained Names in any and all jurisdictions, together with any goodwill incident thereto.
(ii) Seller will have the right to terminate the license granted in Section 8.9(b) in the event of a material breach of this Section 8.9(c) by Buyer or any of its Affiliates (including the Acquired Companies) that has not been cured within thirty (30) days after written notice thereof by Seller to Buyer.
(d) Nothing in this Agreement shall prevent Buyer or its Affiliates (including the Acquired Companies) from using the Retained Names for archival and historical reference, or otherwise as a “fair use” under applicable Trademark Laws.
Appears in 1 contract
Use of Names, Trademarks, etc. (a) From and after the Closing, except as permitted in Section 6.6(b)00, neither Buyer nor its Affiliates (including the Company Acquired Companies after the Closing) will use or have any rights to any of the Retained Names Names. From and after the Closing, neither Buyer nor its Affiliates (including the Company Acquired Companies after the Closing) will hold itself out as having any affiliation with Seller or any of its Affiliates.
(b) Seller hereby grants, grants or, as applicable, shall cause its Affiliates to grant, to the Company Acquired Companies a non-exclusive, non-transferable license to utilize, without obligation to pay royalties to Seller or any of its Affiliates, the Retained Names in connection with stationery, supplies, labels, catalogs, vehicles, signs and products of the Company Acquired Companies described in sections (i) through (iviii) of this Section 6.6(b)00, subject to the terms and conditions of this Section 6.6(b) 00 and Section 6.6(c)00, in each case, solely in connection with the operation of the Business and in all material respects in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos were used by the Company Acquired Companies immediately prior to the Closing; provided that such use is in all material respects in accordance with the CompanyAcquired Companies’ usage of such Seller trademarks prior to the Closing and such license shall cease immediately upon expiration of the periods identified below. Buyer agrees that the nature and quality of all goods and services rendered by the Company Acquired Companies in connection with such names, trademarks, trade names, corporate symbols or logos shall be advertised, offered and provided in a manner consistent in all material respects with the nature and quality of the goods and services and the quality control standards previously associated with or used by the CompanyAcquired Companies, and that the Company Acquired Companies will use such names, trademarks, trade names, corporate symbols or logos in compliance in all material respects with all applicable laws and regulationsLaws.
(i) All stationery, invoices, purchase orders and other similar documents of a transactional nature, business cards, outside forms such as packing lists, labels, and cartons, forms for internal use only and product literature constituting assets of the Company Acquired Companies as of the Closing may be used for a period of ninety (90) days following the Closing or until the supply is exhausted, whichever is the first to occur.
(ii) All invoices, purchase orders and other similar documents of a transactional nature vehicles constituting assets of the Company as of the Closing may be used for a period of two (2) years following the Closing, or until the supply is exhausted, or until the Company is wound up or dissolved, whichever is the first to occur; provided, that this clause (ii) shall not permit Buyer to continue using invoices, purchase orders or other similar documents that use the name “Iberdrola”, “Iberdrola Renewables”, “Avangrid,” “Avangrid Renewables” and any corporate symbols and logos related thereto for a period longer than ninety (90) days following the Closing.
(iii) All vehicles (if any) constituting assets of the Company Acquired Companies as of the Closing may continue to be used without remarking (except as to legally required permit numbers, license numbers, etc.) for a period of ninety (90) days following the Closing or until the date of disposition of the vehicle, whichever is the first to occur.
(iviii) Within ninety (90) days following the Closing, Buyer will cause the Company Acquired Companies to remove from display at all owned and leased facilities constituting assets of the Company Acquired Companies all displays or signage which contain the names, trademarks or trade names “Iberdrola,” “Iberdrola Renewables,” “Avangrid,” “Avangrid Renewables” or any corporate symbol or logo related thereto.
(v) Notwithstanding any provision to the contrary in Section 6.6, until the earlier to occur of (i) the winding up and dissolution of the Company and (ii) the two (2)-year anniversary of the Closing Date, Buyer may continue to use “Enstor Energy” and “Enstor Energy Services”, for business purposes in a similar manner as used by the Company prior to Closing, with such modifications in written communications as reasonably necessary to make clear that the Company is an Affiliate of Buyer (for example, such as including the phrase “a CCI company” on Company letterhead). In addition, Seller will coordinate prior to Closing directing Internet traffic for Persons seeking Enstor Energy using any domain names owned by Seller or its Affiliates to Buyer’s website (including xxx.xxxxxxxxxxxx.xxx), and directing Internet communications through email and blogs and other social media to Buyer. Buyer agrees that it will use its reasonable best efforts to wind up and dissolve the Company as soon as practicable following the twelve (12)-month anniversary of the Closing Date.
(c) (i)Apart Apart from the rights granted under Section 6.6(b)00, neither Buyer nor any of its Affiliates (including, after the Closing Date, the CompanyAcquired Companies) shall have any right, title or interest in, or to the use of, any of the Retained Names, either alone or in combination with any other word, name, symbol, device, trademarks, or any combination thereof. Anything contained herein to the contrary notwithstanding, except as expressly permitted by 00, in no event will Buyer or any of its Affiliates (including the Acquired Companies) utilize any of the Retained Names as a component of a company or trade name. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, challenge or contest the validity of any of the Retained Names, the registration thereof or the ownership thereof by Seller. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, apply anywhere at any time for any registration as owner or exclusive licensee of any of the Retained Names. If, notwithstanding the foregoing, Buyer or any of its Affiliates (including the CompanyAcquired Companies) develops, adopts or acquires, directly or indirectly, any right, title or interest in, or to the use of, any of the Retained Names in any jurisdiction, or any goodwill incident thereto, Buyer will, upon the request of Seller, and for a nominal consideration of one dollar, assign or cause to be assigned to Seller or any designee of Seller, all right, title and interest in, and to the use of, such Retained Names in any and all jurisdictions, together with any goodwill incident thereto.
(ii) Seller will have the right to terminate the license granted in 00 in the event of a material breach of 00 or this 00 by Buyer or any of its Affiliates (including the Acquired Companies) that has not been cured within thirty (30) days after written notice thereof by Seller to Buyer.
(iii) Buyer hereby constitutes and appoints Seller the true and lawful attorney of Buyer and its Affiliates (including the Company) to act as their attorney-in-fact to execute any documents and to take all necessary steps to cause Buyer and its Affiliates to perform any of their obligations set forth in this 0.
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Samples: Purchase Agreement (Avangrid, Inc.)
Use of Names, Trademarks, etc. (a) From and after the ClosingEffective Time, except as permitted in Section 6.6(b9.8(b), neither none of Buyer nor or any of its Affiliates (including the Company after the ClosingAcquired Companies) will use or have any rights to any of the Retained Names Names. From and neither after the Effective Time, none of Buyer nor or any of its Affiliates (including the Company after the ClosingAcquired Companies) will hold itself out as having any affiliation with Seller or any of the Members. As soon as reasonably practicable after the Effective Time (but in no event later than thirty days after the Effective Time), Buyer will change the name of each of RSC and RSL (by amending its Affiliatescertificate of formation and limited liability company agreement) to eliminate therefrom the name “Rockwell”.
(b) Seller Automation hereby grants, or, as applicable, shall cause its Affiliates to grant, grants to the Company Acquired Companies a non-exclusive, non-transferable license to utilize, utilize without obligation to pay royalties to Seller Automation the names, trademarks or trade names “Rockwell” and “Rockwell Scientific” and any of its Affiliates, the Retained Names corporate symbol or logo related thereto in connection with stationery, supplies, labels, catalogs, vehicles, signs and products of the Company Acquired Companies described in sections (i) through (iv) of this Section 6.6(b9.8(b), subject to the terms and conditions of this Section 6.6(b9.8(b) and Section 6.6(c9.8(c), in each case, solely in connection with the operation of the Business and in all material respects in the same manner and to the same extent as such names, trademarks, trade names, corporate symbols or logos were used by the Company Acquired Companies immediately prior to the ClosingEffective Time; provided provided, that such use is in all material respects in accordance with the Company’ usage of such Seller trademarks prior to the Closing and such license shall cease immediately upon expiration of the periods identified below. All goodwill arising from such use shall inure to Automation. Buyer agrees that the nature and quality of all goods and services rendered by the Company Acquired Companies in connection with such names, trademarks, trade names, corporate symbols or logos shall be advertised, offered and provided in a manner consistent in all material respects with the nature and quality of the goods and services and the quality control standards previously associated with or used by the CompanyAcquired Companies, and that the Company Acquired Companies will use such names, trademarks, trade names, corporate symbols or logos in compliance in all material respects with all applicable laws and regulations.
(i) All stationery, invoices, purchase orders and other similar documents of a transactional nature, business cards, outside forms such as packing lists, labels, and cartons, forms for internal use only and product literature constituting assets of the Company Acquired Companies as of the Closing Effective Time may be used for a period of ninety (90) days following the Closing Effective Time or until the supply is exhausted, whichever is the first to occur.
(ii) All invoices, purchase orders and other similar documents of a transactional nature “Rockwell” markings on vehicles constituting assets of the Company Acquired Companies as of the Closing may Effective Time shall be used for a period removed prior to the earlier of two (2A) years following the Closing, or until the supply is exhausted, or until the Company is wound up or dissolved, whichever is the first to occur; provided, that this clause (ii) shall not permit Buyer to continue using invoices, purchase orders or other similar documents that use the name “Iberdrola”, “Iberdrola Renewables”, “Avangrid,” “Avangrid Renewables” and any corporate symbols and logos related thereto for a period longer than ninety (90) 120 days following the Closing.
Effective Time or (iiiB) All vehicles (if any) constituting assets of the Company as of the Closing may continue to be used without remarking (except as to legally required permit numbers, license numbers, etc.) for a period of ninety (90) days following the Closing or until the date of disposition of the vehicle, whichever is the first to occur.
(iviii) Within ninety (90) days following the ClosingEffective Time, Buyer will cause the Company Acquired Companies to remove from display at all owned and leased facilities constituting assets of the Company Acquired Companies all demountable displays or signage which contain the names, trademarks or trade names “Iberdrola,Rockwell” or “Iberdrola Renewables,” “Avangrid,” “Avangrid RenewablesRockwell Scientific” or any corporate symbol related thereto and Buyer will cause the Acquired Companies to remove, or logo related theretowill cause the removal of, all signs displaying any such name, trademark, trade name or corporate symbol at all such facilities no later than ninety days following the Effective Time.
(viv) Notwithstanding any provision Products of the Acquired Companies in finished goods inventory and work in process (to the contrary extent the same bear the names, trademarks or trade names “Rockwell” or “Rockwell Scientific” at the Effective Time) may be disposed of without remarking in Section 6.6, until the earlier to occur Ordinary Course of (i) the winding up and dissolution of the Company and (ii) the two (2)-year anniversary of the Closing Date, Buyer may continue to use “Enstor Energy” and “Enstor Energy Services”, for business purposes in a similar manner as used by the Company prior to Closing, with such modifications in written communications as reasonably necessary to make clear that the Company is an Affiliate of Buyer (for example, such as including the phrase “a CCI company” on Company letterhead). In addition, Seller will coordinate prior to Closing directing Internet traffic for Persons seeking Enstor Energy using any domain names owned by Seller or its Affiliates to Buyer’s website (including xxx.xxxxxxxxxxxx.xxx), and directing Internet communications through email and blogs and other social media to Buyer. Buyer agrees that it will use its reasonable best efforts to wind up and dissolve the Company as soon as practicable following the twelve (12)-month anniversary of the Closing DateBusiness.
(c) (i)Apart i) Apart from the rights granted under Section 6.6(b9.8(b), neither none of Buyer nor or any of its Affiliates (including, after including the Closing Date, the CompanyAcquired Companies) shall have any right, title or interest in, or to the use of, any of the Retained Names, either alone or in combination with any other word, name, symbol, device, trademarks, or any combination thereof. Anything contained herein to the contrary notwithstanding, except as expressly permitted by Section 9.8(b), in no event will Buyer or any of its Affiliates (including the Acquired Companies) utilize any of the Retained Names as a component of a company or trade name. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, challenge or contest the validity of any of the Retained Names, the registration thereof or the ownership thereof by SellerAutomation. Buyer will not, and will cause each of its Affiliates (including the CompanyAcquired Companies) not to, apply anywhere at any time for any registration as owner or exclusive licensee of any of the Retained Names. If, notwithstanding the foregoing, Buyer or any of its Affiliates (including the CompanyAcquired Companies) develops, adopts or acquires, directly or indirectly, any right, title or interest in, or to the use of, any of the Retained Names in any jurisdiction, or any goodwill incident thereto, Buyer will, upon the reasonable request of SellerAutomation, and for a nominal consideration of one dollar, assign or cause to be assigned to Seller Automation or any designee of SellerAutomation, all right, title and interest in, and to the use of, such Retained Names in any and all jurisdictions, together with any goodwill incident thereto.
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