Common use of Use of Retained Marks Clause in Contracts

Use of Retained Marks. (a) Buyer and its Affiliates have, and after the Closing, the Purchased Subsidiaries shall have, no right, title, interest, license or any other right whatsoever in the Retained Marks, and neither Seller nor any of its Affiliates have, pursuant to the Transaction Documents or otherwise, assigned such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use of the Retained Marks as described in this Section 5.10. (b) Subject to the terms of this Section 5.10, as of the Closing, Buyer shall, and shall cause the Purchased Subsidiaries to, cease and discontinue any use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels and other supplies and similar materials used in the Business (collectively, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine (9) months following the Closing, to continue to use any Business Materials that were previously created and included in the inventory of the Business and that incorporate the Retained Marks, solely in the manner such Business Materials were used in the Business prior to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries maintain the same quality of the goods and services associated with the Retained Marks as was maintained prior to the Closing and in compliance with all applicable laws and good trademark practice. All goodwill associated with the Buyer’s and the Purchased Subsidiaries’ use of the Retained Marks shall inure solely to the benefit of Seller and the Retained Entities. (c) Before the Closing, (i) Seller and its Affiliates (including the Purchased Subsidiaries) may execute and file all documents as shall be necessary or desirable to change the name of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereof, from such names and (ii) to the extent not already changed by Seller or its Affiliates (including the Purchased Subsidiaries) prior to the Closing Date, as promptly as practicable after the Closing but in no event later than thirty (30) days after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries to, at Buyer’s sole cost and expense, change the names of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased Subsidiaries’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayed.

Use of Retained Marks. (a) Buyer and its Affiliates have, and after the Closing, the Purchased Subsidiaries Group Companies shall have, no right, title, interest, license or any other right whatsoever in or to use the Retained Marks, other than as set forth in Section 5.07(b), and neither Seller nor any none of its Affiliates the Retained Companies have, pursuant to the Transaction Documents or otherwiseDocuments, assigned such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use of the Retained Marks as described in this Section 5.10Group Companies. (b) Subject For a period of six (6) months following the Closing Date, the Group Companies shall have a non-transferable, non-sublicensable, non-exclusive right to continue to use the terms of this Section 5.10, as of the Closing, Buyer shall, and shall cause the Purchased Subsidiaries to, cease and discontinue any use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels materials and other supplies and similar materials used in the Business (collectivelymaterials, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine (9) months following the Closing, to continue to use any Business Materials that were previously created and included in the inventory of the Business Group Companies as of the Closing Date and that incorporate the Retained Marks, solely in the manner such Business Materials supplies, content and materials were used in the Business prior to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries Group Companies maintain the same quality of the goods and services associated with the Retained Marks as was maintained in effect during the period of twelve (12) months prior to the Closing Date; provided, however, that as promptly as reasonably commercially practicable after the Closing, but in no event after the conclusion of such six (6)-month period, Buyer shall, and in compliance with all applicable laws and good trademark practice. All goodwill associated with shall cause the Group Companies to, at Buyer’s expense, cease and the Purchased Subsidiaries’ discontinue any use of the Retained Marks shall inure solely to the benefit of Seller and the Retained EntitiesMarks. (c) Notwithstanding the restrictions set forth in this Section 5.07, Buyer and its Affiliates will have a limited right to use the Retained Marks (i) to the extent constituting nominative fair use; (ii) as required by applicable Law; (iii) in a neutral, non-trademark manner to discuss the parties’ former relationship; and (iv) on archival legal and business documents and materials that are not visible to the public. (d) Before the Closing, (i) Seller and its Affiliates (including the Purchased SubsidiariesGroup Companies) may may, in their discretion, execute and file all documents documents, at Seller’s sole cost and expense, as shall be necessary or desirable to change the name of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionSunPower”, “Helix” or “SPWR” or any translation or confusingly similar derivation or translation thereof, from such names and (ii) names. Seller will take all reasonable actions, including making reasonable efforts to obtain all required consents or approvals, required to effect any such change of name, including under any Contract. To the extent not already changed by Seller or its Affiliates (including the Purchased SubsidiariesGroup Companies) prior to the Closing Date, as promptly as practicable after the Closing but in no event later than thirty (30) days after by the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries Group Companies to, at Buyer’s sole cost and expense, as promptly as practicable following the Closing but in no event later than four (4) weeks after the Closing Date, change the names of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionSunPower”, “Helix” or any derivation or translation thereof“SPWR”, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased Subsidiaries’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdictionAuthorities, and providing provide notice to all customers, vendors and other suppliers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayedchanges.

Use of Retained Marks. (a) Except as provided in Section 5.10(b), Buyer and its Affiliates have, and after the Closing, the Purchased Subsidiaries Group Companies shall have, no right, title, interest, license or any other right whatsoever in the Retained Marks, and neither Seller nor any none of its Affiliates the Retained Companies have, pursuant to the Transaction Documents or otherwiseDocuments, assigned such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to Group Companies. For clarity, nothing shall restrict Buyer, its Affiliates or the extent necessary for the use of Group Companies from using or referencing the Retained Marks in (i) a non-trademark manner to describe or provide information regarding the history of the Business, (ii) a manner that would constitute “fair use” under applicable Law or (iii) as described required by applicable Law. After the Closing, Seller and its Affiliates (including the Retained Companies) shall have, no right, title, interest, license or any other right whatsoever in this Section 5.10the Owned Business Intellectual Property Rights, and none of the Group Companies have, pursuant to the Transaction Documents, assigned such right, title, interest, license or other right to Seller, its Affiliates or the Retained Companies. At Buyer’s request, for one hundred and eighty (180) days after the Closing, Seller shall (and shall cause its Affiliates to) maintain a statement and a link on Seller’s website xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx, which previously referenced the Business, in a mutually agreeable form, directing customers to a website designated by Buyer with respect to the Business. (b) Subject to For a period of six (6) months following the terms of this Section 5.10, as of the ClosingClosing Date, Buyer shall, and the Group Companies shall cause have the Purchased Subsidiaries to, cease and discontinue any right to continue to use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels and other supplies and similar materials (“Materials”), that were previously created that incorporate the Retained Marks, solely in the manner such Materials were used in the Business (collectively, “Business Materials”), in each case, whether such Business Materials are held by Buyer or prior to Closing and solely to the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants extent that Buyer and the Purchased Subsidiaries a non-exclusiveGroup Companies maintain the quality of the goods and services associated with the Retained Marks (provided, non-sublicensablethat in the case of Retained Marks used on vehicles, non-transferable, paid-up royalty-free license, Buyer and the Group Companies shall have the right to continue to use the Retained Xxxx for a period of nine (9) months following the Closing Date); provided, however, that as promptly as practicable after Closing, to continue to use but in no event after the conclusion of such six (6) month or nine (9) month period, as applicable, Buyer shall, and shall cause the Group Companies to, cease and discontinue any Business Materials that were previously created and included in the inventory of the Business and that incorporate the Retained Marks, solely in the manner such Business Materials were used in the Business prior to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries maintain the same quality of the goods and services associated with the Retained Marks as was maintained prior to the Closing and in compliance with all applicable laws and good trademark practice. All goodwill associated with the Buyer’s and the Purchased Subsidiaries’ use of the Retained Marks shall inure solely to and, at Buyer’s sole cost and expense, remove all Retained Marks from all such supplies and materials, in each case, whether such supplies or materials are held by Buyer or the benefit Group Companies or under the control of Seller and Buyer or the Retained EntitiesGroup Companies. (c) Before Notwithstanding the Closingforegoing, if Buyer inadvertently uses a Retained Xxxx (i) Seller and its Affiliates (including the Purchased Subsidiaries) may execute and file all documents as shall be necessary or desirable to change other than a Trademark with the name “Stericycle”), Seller shall provide written notice to Buyer, and Buyer will not be considered to be in breach of this Section 5.10 so long as Buyer takes the actions specified in Section 5.10(b), provided that for this purpose the compliance period shall begin running on the date of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereof, from such names and (ii) to the extent not already changed by Seller or its Affiliates (including the Purchased Subsidiaries) prior to notice rather than the Closing Date, as . (d) As promptly as practicable after the Closing but in no event later than thirty (30) days after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries Group Companies to, at Buyer’s sole cost and expense, to file to change the names of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionStericycle” or any confusingly similar derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased SubsidiariesGroup Companies’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction. (e) Effective as of the Closing Date: (i) Seller, on behalf of itself and providing notice its Subsidiaries (other than the Group Companies) (the “Seller Covenant Parties”), hereby covenants to all customers, vendors and other suppliers Buyer that none of such name change, which notice the Seller Covenant Parties shall bring any proceeding against the Buyer or its Subsidiaries (including the Group Companies) anywhere in the world that alleges that their current and future operation of the Business infringes any patents, trade secrets, inventions, know-how, methods or processes (“Inventions”) that in each case are (i) owned by the Seller Covenant Parties as of clause the Closing Date and (ii) were used in the Business as of the Closing Date or at any time during the twelve (12) month period prior to the Closing Date. (ii) Buyer, on behalf of itself and its Subsidiaries (including the Group Companies, the “Buyer Covenant Parties”) hereby covenants to the Seller Covenant Parties that none of the Buyer Covenant Parties shall be bring any proceeding against any of the Seller Covenant Parties anywhere in a form the world that alleges that the current and future operation of the Retained Business infringes any Inventions that are (i) included in the Transferred Assets or owned by the Group Companies or Buyer as of the Closing Date and (ii) were used in the Retained Business as of the Closing Date. (iii) The above covenants extend to be agreed between the contractors, service providers, distributors, resellers and end-users of the applicable Seller Covenant Parties or the Buyer and Seller in writingCovenant Parties, as applicable, with Sellerrespect to the covered businesses of the Seller Covenant Parties or Buyer Covenant Parties, as applicable, but not with respect to other products or services of such third parties. (iv) The Parties intend and agree that, for purposes of Section 365(n) of the U.S. Bankruptcy Code (and any amendment thereto) and any equivalent Law in any foreign jurisdiction, each of the above covenants will be treated as a license to intellectual property (as defined in Section 101(35A) of the U.S. Bankruptcy Code). (v) The above covenants are intended to run with the Inventions subject to such covenant. Each Party may and must transfer its covenant granted to the other Party, in whole or in part, to the successor or acquirer of any Inventions subject thereto, and such successor or acquirer shall assume its obligations in writing or by operation of Law. Further, any such successor or acquirer is deemed automatically bound by such covenant, regardless of whether such successor or acquirer executes such written assumption. Each Party may transfer the covenant granted to such Party by the other Party, in whole or in part, in connection with the sale of any business to which the covenant relates (or a merger, reorganization or equity sale of any entity owning same), provided that the covenant will not extend to any acquirer’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayedother businesses.

Use of Retained Marks. (a) Buyer Parent acknowledges that Sellers or their respective Affiliates shall own all right, title and interest in and to all Retained Marks effective as of the consummation of the Pre-Closing Restructuring. Except as expressly provided in this Section 6.15, Parent and its Affiliates have(including, and after the Closing, the Purchased Subsidiaries Acquired Companies) shall have, (i) have no right, title, interest, license rights in or any other right whatsoever in to the Retained Marks, (ii) cease all uses of the Retained Marks (other than as expressly permitted under Section 6.17 or a separate written license agreement with respect thereto) as of the Closing and neither Seller nor (iii) not do business as or represent themselves as Sellers or their respective Affiliates. (b) Parent shall, until one (1) year following Closing or as otherwise may be agreed in a separate written license agreement between Parent (or its designated Affiliate) and the Person holding the Retained Marks, be entitled to use any materials bearing the Retained Marks, solely (i) in connection with the continued operation of its Affiliates havethe Business as currently conducted and on behalf of the Managed Associations and (ii) in the manner and form used by the Acquired Companies immediately prior to the Closing Date, after which period, except as otherwise expressly permitted under Section 6.17 or a separate written license agreement with respect thereto,, Parent shall cease any and all use of the Retained Marks. Sellers shall cause the Person holding the Retained Marks to enter into a separate written license agreement with an Acquired Company to implement this Section 6.15(b), such agreement in a form mutually agreeable among the Parties (in their reasonable discretion) and executed and delivered at or prior to the Closing. (c) Parent shall ensure that all use of the Retained Marks pursuant to this Section 6.15 shall be with respect to goods and services of a level of quality equal to or greater than the Transaction Documents quality of goods and services with respect to which the Retained Marks were used by Sellers or otherwise, assigned such right, title, interest, license or other right to Buyer, its their respective Affiliates or the Purchased Subsidiaries other than immediately prior to the extent necessary for Closing Date. Any and all goodwill generated by the use of the Retained Marks as described in under this Section 5.10. (b) Subject to the terms of this Section 5.10, as of the Closing, Buyer shall, and shall cause the Purchased Subsidiaries to, cease and discontinue any use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels and other supplies and similar materials used in the Business (collectively, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine (9) months following the Closing, to continue to use any Business Materials that were previously created and included in the inventory of the Business and that incorporate the Retained Marks, solely in the manner such Business Materials were used in the Business prior to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries maintain the same quality of the goods and services associated with the Retained Marks as was maintained prior to the Closing and in compliance with all applicable laws and good trademark practice. All goodwill associated with the Buyer’s and the Purchased Subsidiaries’ use of the Retained Marks 6.15 shall inure solely to the benefit of Seller and the Retained EntitiesSellers or their respective Affiliates. (cd) Before the ClosingParent shall not, and shall not enable, permit or request any Person to, (i) Seller and its Affiliates alter any materials bearing the Retained Marks (including the Purchased Subsidiaries) may execute and file all documents as shall be necessary or desirable to change the name of the Purchased Subsidiaries other than to remove the Retained Marks), (ii) use the Retained Marks in any manner that is intended, or would reasonably be expected, to tarnish or otherwise damage the reputation of Sellers or their Affiliates, or the goodwill associated with the Retained Marks, (iii) challenge the use, ownership, validity or enforceability of any Retained Marks, including the word “TransUnion” or (iv) seek to register in any derivation or translation thereof, from such names and (ii) to the extent not already changed by Seller or its Affiliates (including the Purchased Subsidiaries) prior to the Closing Date, as promptly as practicable after the Closing but in no event later than thirty (30) days after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries to, at Buyer’s sole cost and expense, change the names jurisdiction any of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereoftrademarks, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased Subsidiaries’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdictionservice marks, and providing notice to all customerstrade names, vendors company names, logos, domain names and other suppliers identifiers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, source or delayedorigin confusingly similar thereto.

Use of Retained Marks. (a) Except as otherwise provided in this Section 5.06, Buyer and its Affiliates have, and after the Closing, the Purchased Subsidiaries Group Companies shall have, no right, title, interest, license or any other right whatsoever in the Retained Marks, and neither Seller nor any none of its Affiliates the Retained Companies have, pursuant to the Transaction Documents or otherwise, assigned any such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use of the Retained Marks as described in this Section 5.10Group Companies. (b) Subject For a period of nine (9) months following the Closing Date, the Group Companies shall have the right to continue to use the terms of this Section 5.10, as of the Closing, Buyer shall, and shall cause the Purchased Subsidiaries to, cease and discontinue any use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels materials and other supplies and similar materials used in the Business (collectively, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine (9) months following the Closing, to continue to use any Business Materials that were previously created and included in the inventory of the Business Group Companies and that incorporate the Retained Marks, solely in the manner such Business Materials supplies and materials were used in by the Business Group Companies prior to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries Group Companies maintain the same quality of the goods and services associated with the Retained Marks; provided, however, that as promptly as practicable after Closing, but in no event after the conclusion of such nine (9)-month period, Buyer shall, and shall cause the Group Companies to, cease and discontinue any use of the Retained Marks as was maintained prior and, at Buyer’s sole cost and expense, remove all Retained Marks from all such supplies and materials, in each case, whether such supplies or materials are held by Buyer or the Group Companies or under the control of Buyer or the Group Companies. For the avoidance of doubt, the foregoing shall not require the Group Companies to modify any existing books and records of the Closing Group Companies that bear the Retained Marks (provided that such books and records are used for historical reference in compliance with all a non-trademark manner and not for marketing or promotional purposes) or prevent them from making any use of Retained Marks that constitutes a non-infringing “fair use” under applicable laws and good trademark practiceLaws. All goodwill associated with the Buyer’s and the Purchased SubsidiariesGroup Companies’ use of the Retained Marks as permitted hereunder shall inure solely to the benefit of Seller and its Subsidiaries (other than the Retained EntitiesGroup Companies). (c) Before the Closing, (i) Seller and its Affiliates Subsidiaries (including the Purchased SubsidiariesGroup Companies) may execute and file all documents as shall be necessary or desirable to change the name of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionActuant” or any derivation or translation thereof, from such names and (ii) to names. To the extent not already changed by Seller or its Affiliates (including the Purchased Subsidiaries) prior to the Closing DateGroup Companies, as promptly as practicable after the Closing but in no event later than thirty two (302) days weeks after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries Group Companies to, at Buyer’s sole cost and expense, change the names of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionActuant” or any derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased SubsidiariesGroup Companies’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change. (d) If, after the Closing, Buyer or any of its Affiliates (including the Group Companies) identifies any Intellectual Property Rights (other than Trademarks) that are owned by Seller and its Subsidiaries as of the date hereof and that were used or held for use by Seller and its Subsidiaries during the twelve (12) month period prior to the Closing for purposes of conducting the Business, then Seller, on behalf of itself, its Subsidiaries, and each of its and their successors and assigns, agrees not to xxx Buyer or any of its Affiliates (or any of its or their contractors providing services to Buyer or any of its Affiliates in connection with the Business) for infringement or other violations of such Intellectual Property Rights. solely to the extent arising from, in each case, Buyer’s or its Affiliates’ conduct of the Business (and the natural evolution thereof). The foregoing covenant shall inure to the benefit of any assignees or transferees of any portion of the business of the Group Companies to which notice in the case of clause (ii) such Intellectual Property Rights pertain. The foregoing covenant shall be in a form run with title to be agreed between Buyer such Intellectual Property Rights and Seller agrees to obtain an enforceable written agreement to abide by this covenant from any assignee or other Person to whom Seller or its Subsidiaries may convey any interest in writingany such Intellectual Property Rights; provided, with however, that notwithstanding Seller’s and Buyer’s consent each not failure to obtain such a written agreement, such covenant shall nevertheless be unreasonably withheld, conditioned, binding upon any successor or delayedassignee of any interest in any such Intellectual Property Rights.

Use of Retained Marks. (a) Buyer Except as otherwise provided in this Section 5.06, the Buyers and its their Affiliates have, and after the Closing, the Purchased Subsidiaries Group Companies shall have, no right, title, interest, license or any other right whatsoever in the Retained Marks, and neither Seller nor any none of its Affiliates the Retained Companies have, pursuant to the Transaction Documents or otherwise, assigned any such right, title, interest, license or other right to Buyerthe Buyers, its their Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use of the Retained Marks as described in this Section 5.10Group Companies. (b) Subject For a period of six (6) months following the Closing Date, the Group Companies and, with respect to the terms of this Section 5.10, as of the ClosingPurchased Assets, Buyer shallParent and its Affiliates, and shall cause have the Purchased Subsidiaries to, cease and discontinue any right to continue to use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels materials and other supplies and similar materials used in the Business (collectively, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine (9) months following the Closing, to continue to use any Business Materials that were previously created and included in the inventory of the Business Group Companies and that incorporate the Retained Marks, solely in the manner such Business Materials supplies and materials were used by the Group Companies in the Automotive Thermal Products Business prior to Closing; provided, however, that Buyer Parent shall cause its Affiliates (including the Closing Group Companies) to use their commercially reasonable efforts to reasonably promptly, but in no event after the conclusion of such six (6)-month period, cease and solely discontinue any use of the Retained Marks and, at their sole cost and expense, remove or conceal all Retained Marks from all such supplies and materials, in each case, whether such supplies or materials are held by the Buyers or the Group Companies or under the control of the Buyers or the Group Companies. For the avoidance of doubt, the foregoing shall not require the Buyers or the Group Companies to modify any existing books, records, technical guidelines or product manuals of the Group Companies that bear the Retained Marks (provided that such books, records, technical guidelines or product manuals are used for reference or internal purposes only in a non-trademark manner and not for marketing or promotional purposes), and the Group Companies shall be permitted to continue to use all tooling and re-usable packaging referencing the Retained Marks for the life of such tooling or re-usable packaging and to manufacture and sell products reflecting the Retained Marks to the extent that Buyer and the Purchased Subsidiaries maintain the same quality of the goods and services associated with such tooling imparts the Retained Marks as was maintained prior to the Closing and in compliance with all applicable laws and good trademark practiceon such products. All goodwill associated with the Buyer’s and the Purchased SubsidiariesGroup Companies’ use of the Retained Marks as permitted hereunder shall inure solely to the benefit of Seller the Sellers and their Subsidiaries (other than the Retained EntitiesGroup Companies). (c) Before the Closing, (i) the Seller Parent and its Affiliates Subsidiaries (including the Purchased SubsidiariesGroup Companies) may execute and file all documents as shall be necessary or desirable to change the name of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionModine” or any derivation or translation thereof, from such names names, provided, that the Seller Parent shall, and shall cause its applicable Subsidiaries to, (iix) to consult with the Buyer Parent regarding the new name and shall (y) make all filings and notices and obtain all consents as reasonably necessary or required by Law in connection with such name changes. To the extent not already changed by the Seller Parent or its Affiliates (including the Purchased Subsidiaries) prior to the Closing DateGroup Companies, as promptly as practicable after the Closing but in no event later than thirty four (304) days weeks after the Closing Date, the Buyer shall, and Parent shall cause the Purchased Subsidiaries Buyers and the Group Companies to, at Buyer’s the Buyers’ sole cost and expense, change the names of the Purchased Subsidiaries Group Companies to remove any Retained Marks, including the word “TransUnionModine” or any derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased Subsidiaries’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayed.

Use of Retained Marks. (a) Buyer and its Affiliates have, and after the Closing, the Purchased Subsidiaries Group Companies shall have, no right, title, interest, license or any other right whatsoever in the Retained Marks, and neither Seller nor any none of its Affiliates the Retained Companies have, pursuant to the Transaction Documents or otherwiseDocuments, assigned such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use of the Retained Marks as described in this Section 5.10Group Companies. (b) Subject to For a period of three (3) months following the terms of this Section 5.10, as of the ClosingClosing Date, Buyer shall, and the Group Companies shall cause have the Purchased Subsidiaries to, cease and discontinue any right to continue to use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels materials and other supplies and similar materials used in the Business (collectivelymaterials, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine (9) months following the Closing, to continue to use any Business Materials that were previously created and included in the inventory of the Business Group Companies and that incorporate the Retained Marks, solely in the manner such Business Materials supplies and materials were used in the Business prior to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries Group Companies maintain the same quality of the goods and services associated with the Retained Marks Marks; provided, however, that as was maintained prior to promptly as practicable after Closing, but in no event after the Closing conclusion of such three (3) month period, Buyer shall, and in compliance with all applicable laws shall cause the Group Companies to, cease and good trademark practice. All goodwill associated with the Buyer’s and the Purchased Subsidiaries’ discontinue any use of the Retained Marks shall inure solely to and, at Buyer’s sole cost and expense, remove all Retained Marks from all such supplies and materials, in each case, whether such supplies or materials are held by Buyer or the benefit Group Companies or under the control of Seller and Buyer or the Retained EntitiesGroup Companies. (c) Before the Closing, (i) Seller and its Affiliates Subsidiaries (including the Purchased SubsidiariesGroup Companies) may execute and file all documents as shall be necessary or desirable to change the name of any of the Purchased Subsidiaries Group Companies to remove any Retained Marksthe words “Vectren” and “CenterPoint Energy” or, including the word “TransUnion” or in each case, any derivation or translation thereof, from such names and (ii) to names. To the extent not already changed by Seller or its Affiliates Subsidiaries (including the Purchased Subsidiaries) prior to the Closing DateGroup Companies), as promptly as practicable after the Closing but in no event later than thirty two (302) days weeks after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries Group Companies to, at Buyer’s sole cost and expense, execute and file all documents as shall be necessary to change the names name of each of the Purchased Subsidiaries Group Companies, as applicable, to remove any Retained Marksthe words “Vectren” and “CenterPoint Energy” or, including the word “TransUnion” or in each case, any derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased SubsidiariesGroup Companies’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayed.

Use of Retained Marks. (a) Buyer Parent, for itself and its controlled Affiliates have(including, after the Closing, the Acquired Companies), acknowledges and agrees that Seller (or its Affiliates) are the exclusive owners of the Trademarks set forth on Schedule 6.9(a) (the “Licensed Marks”) and that neither Parent nor any of such Affiliates is, directly or indirectly, purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Trademarks (including the Licensed Marks), domain names, or other source identifiers together with the goodwill associated therewith owned by Seller or any of its controlled Affiliates (other than the Acquired Companies) (including the Licensed Marks) (“Seller Names”) other than those set forth on Schedule 2.2(x)(i) or otherwise owned by the Acquired Companies, and (i) neither Parent nor any of its controlled Affiliates (including, after the Closing, the Acquired Companies) shall have any rights in or to the Seller Names, (ii) on the Closing Date, Parent shall (and shall cause its controlled Affiliates, including the Acquired Companies, to) cease use of (and thereafter not use) the Seller Names, and (iii) Parent shall not, and Parent shall cause its controlled Affiliates (and after the Closing, the Purchased Subsidiaries shall haveAcquired Companies) not to (A) use, no right, title, interest, license register or seek to use or register in any jurisdiction any of the Seller Names or any other right whatsoever in marks confusingly similar thereto or (B) contest the Retained Marksuse, and neither ownership, validity or enforceability of any rights of Seller nor or any of its Affiliates have, pursuant in or to the Transaction Documents or otherwise, assigned such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use any of the Retained Marks as described in this Section 5.10Seller Names. After the Closing, Parent shall not (and shall cause its controlled Affiliates, including, after the Closing, the Acquired Companies, not to) represent that it has authority to bind Seller or any of its Affiliates. (b) Subject to the terms of this Section 5.10, as of the Closing, Buyer shall, and shall cause the Purchased Subsidiaries to, cease and discontinue any use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels and other supplies and similar materials used in the Business (collectively, “Business Materials”), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and or hereby agrees to cause Seller’s Affiliates to grant, as applicable, to the Purchased Subsidiaries Acquired Companies a non-exclusivelimited, non-sublicensableirrevocable license to use, non-transferable, paid-up royalty-free licenseon a transitional basis, for a period of nine twelve (912) months following after the Closing Date, the Licensed Marks solely in connection with the operation of the Business as operated prior to the Closing, and solely in a manner consistent in all material respects (including from a quality and brand guideline perspective) with the manner and nature of use immediately prior to continue the Closing. Seller shall have the right to exercise quality control over the use any Business Materials that were previously created and included in the inventory of the Business Licensed Marks by the Acquired Companies to the degree reasonably necessary to maintain the validity and that incorporate enforceability of the Retained Licensed Marks, solely in and to protect the manner such Business Materials were used in goodwill associated therewith; provided that use of the Business Licensed Marks with products and services meeting quality consistent with past practice prior to the Closing shall be deemed to meet Seller’s quality control standard. Seller shall have the right to terminate the license granted in this Section 6.9(b), if an Acquired Company or any of its Affiliates breaches this Section 6.9(b) in any material respect (and solely to such Person does not cure such breach within thirty (30) days of receiving Seller’s notice thereof). (c) Parent shall ensure that all use of the extent that Buyer Licensed Marks by Parent and the Purchased Subsidiaries maintain Acquired Companies, after the same quality Closing, as provided in this Section 6.9, shall be consistent with their use by the Acquired Companies as of the Closing and only with respect to goods and services associated of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Acquired Companies used the Licensed Marks as was maintained prior to the Closing and Closing. The Acquired Companies shall not: (i) use the Licensed Marks in compliance with all applicable laws and good trademark practice. All any manner that would reasonably be expected to damage, impair, or tarnish in any material respect the reputation of Seller or its Affiliates or the goodwill associated with any Licensed Xxxx; or (ii) contest the Buyer’s validity of any of the Licensed Marks. Any and all goodwill generated by the Purchased Subsidiaries’ use of the Retained Marks Licensed Marks, including under this Section 6.9, shall inure solely to the benefit of Seller and the Retained Entities. (c) Before the Closing, (i) Seller and and/or its Affiliates (including for the Purchased Subsidiaries) may execute avoidance of doubt, excluding Parent and file all documents as shall be necessary or desirable to change the name of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereof, from such names and (ii) to the extent not already changed by Seller or its Affiliates (including the Purchased Subsidiaries) prior to the Closing Date, as promptly as practicable after the Closing but in no event later than thirty (30) days after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries to, at Buyer’s sole cost and expense, change the names of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased Subsidiaries’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayedAcquired Companies).

Use of Retained Marks. (a) Buyer and its Affiliates have, and after Following the Closing, the Purchased Subsidiaries except as otherwise expressly provided herein, Purchaser shall havehave no rights to use any trademarks, no righttrade names, title, interest, license logos or any other right whatsoever in contraction, abbreviation or simulation of any of the Trademarks listed on Schedule 7.8(a) (the “Retained Marks, ”) and neither Seller nor will not hold itself out as having any of its Affiliates have, pursuant to the Transaction Documents affiliations with Parent or otherwise, assigned such right, title, interest, license or other right to Buyer, its Affiliates or the Purchased Subsidiaries other than to the extent necessary for the use of the Retained Marks as described in this Section 5.10Parent Sub. (b) Subject to Notwithstanding the terms provisions of this Section 5.10, as of the Closing, Buyer shall, and shall cause the Purchased Subsidiaries to, cease and discontinue any use of the Retained Marks, refrain from any future application, incorporation, reproduction or display of all Retained Marks, and at Buyer’s sole cost and expense, remove all Retained Marks from any marketing and promotional materials, invoices, business cards, schedules, displays, signs, stationery, technical guidelines, data sheets, product manuals, packing materials, inventory labels and other supplies and similar materials used in the Business (collectively, “Business Materials”7.8(a), in each case, whether such Business Materials are held by Buyer or the Purchased Subsidiaries or under the control of Buyer or the Purchased Subsidiaries; provided that, Seller hereby grants Buyer and the Purchased Subsidiaries a non-exclusive, non-sublicensable, non-transferable, paid-up royalty-free license, for a period of nine one (91) months year after the Closing Date, Purchaser may utilize sales promotional aids, literature and other printed material in the possession of the Acquired Companies on the Closing Date and containing the Retained Marks (for the avoidance of doubt, the material subject to this Section 7.8(b) shall not include FDA approved labeling and other similar materials); provided, however, no such material may be used by Purchaser on or after the Closing Date for any purpose unless such material clearly and prominently displays the following statement or a statement of similar import, the Closingform of which shall be approved by Parent: “[PRODUCT NAME] formerly a product of Levitronix.” (c) Notwithstanding the provisions of Section 7.8(a), to Purchaser may continue to use the Retained Marks for two (2) years following the Closing Date to manufacture, market, license, distribute and sell (including through the use of currently existing labeling and instructions for use) any Acquired Business Materials that were previously created and Products (including any such Acquired Business Products included in inventory); provided that such Acquired Business Products are not modified or enhanced in any material respect after the inventory Closing without Parent’s prior written consent. (d) Notwithstanding the provisions of Section 7.8(a), from and after the Closing Date, Purchaser may disclose to its customers and potential customers that it is conducting the Acquired Business and that incorporate the Retained Marks, solely in Acquired Business formerly operated under the manner such Business Materials were used in the Business prior Levitronix name. (e) The licenses to the Closing and solely to the extent that Buyer and the Purchased Subsidiaries maintain the same quality of the goods and services associated with use the Retained Marks as was maintained prior set forth in this Section 7.8 shall not prohibit Parent or any of its subsidiaries from using the Retained Marks (or any similar name or logo) during the term of the respective license or thereafter in any manner, subject to the Closing and in compliance with all applicable laws and good trademark practiceterms of Section 6. 1. All goodwill associated with the Buyer’s and the Purchased Subsidiaries’ Purchaser agrees that its use of the Retained Marks shall inure solely be consistent with the past practices of Parent and its direct and indirect subsidiaries in connection with their business and operations and, with respect to such use, Purchaser shall adhere to substantially similar quality standards to which Parent and its direct and indirect subsidiaries adhered immediately prior to the benefit of Seller and the Retained EntitiesClosing. (cf) Before the Closing, (i) Seller and its Affiliates (including the Purchased Subsidiaries) may execute and file all documents as Purchaser shall be necessary or desirable cause each Acquired Company to change the its corporate or company name of the Purchased Subsidiaries to remove a name that does not include any Retained Marks, including the word “TransUnion” Xxxx (or any derivation similar name or translation thereof, from such names and logo) within forty-five (ii) to the extent not already changed by Seller or its Affiliates (including the Purchased Subsidiaries) prior to the Closing Date, as promptly as practicable after the Closing but in no event later than thirty (3045) days after the Closing Date, Buyer shall, and shall cause the Purchased Subsidiaries to, at Buyer’s sole cost and expense, change the names of the Purchased Subsidiaries to remove any Retained Marks, including the word “TransUnion” or any derivation or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Purchased Subsidiaries’ assets or the character of its activities is such as to require it to be licensed or qualified in such jurisdiction, and providing notice to all customers, vendors and other suppliers of such name change, which notice in the case of clause (ii) shall be in a form to be agreed between Buyer and Seller in writing, with Seller’s and Buyer’s consent each not to be unreasonably withheld, conditioned, or delayed.