Use of Seller Brands Sample Clauses

Use of Seller Brands. (a) GSK hereby grants to Prometheus a non-exclusive, non-transferable, non-sublicensable, royalty-free license in the Seller Brands, solely to the extent necessary to allow Prometheus to promote, market, sell and distribute the Products in the Territory during the Term. (b) In connection with the use of the Seller Brands during the Term, Prometheus shall not (i) add any other labels or marks to, or otherwise alter, the Seller Brands as used by GSK prior to the Commencement Date with respect to the Products; (ii) change in any way the style of the Seller Brands as used by GSK prior to the Commencement Date with respect to the Products; or (iii) otherwise use the Seller Brands in any manner other than as specifically provided in this Section 3.4. For the avoidance of doubt, Prometheus may identify itself as distributor of the Products. (c) Prometheus acknowledges GSK's (or its Affiliate's) ownership of the Seller Brands, shall do nothing inconsistent with such ownership, agrees that all use of the Seller Brands by Prometheus shall inure to the benefit and be on behalf of GSK (or its Affiliate), and agrees not to challenge GSK's (or its Affiliate's) title to the Seller Brands. Nothing in this Agreement shall give Prometheus any right, title or interest in the Seller Brands other than the right to use the Seller Brands strictly in accordance with this Section 3.4. All use of the Seller Brands by Prometheus under this Section 3.4 shall conform to the standards followed by the GSK (or its Affiliate) in promoting, marketing, distributing and selling the Product in the Territory prior to the Commencement Date, and upon reasonable notice to Prometheus, GSK (or its Affiliates) shall have the right to review the standards used by Prometheus to promote, market, distribute and sell the Products in the Territory to ensure Prometheus' compliance with this requirement related to the Seller Brands. (d) Prometheus shall not have the right to, and shall not, sublicense, assign, pledge, grant or otherwise encumber or transfer to any Third Party any rights licensed by GSK (or its Affiliate) to Prometheus under this Section 3.4 without GSK's prior written consent. The Parties understand and agree that, in addition to all other legal remedies, GSK (and its Affiliates) shall be entitled to immediate injunctive relief in order to enforce the terms of this Section 3.4. (e) Other than as expressly provided in this Section 3.4 or elsewhere in this Agreement, Prometheus shall not use ...
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Use of Seller Brands. Purchaser will be permitted, for a period commencing on the Closing Date and ending no later than the date of the latest expiration date for any individual unit of finished Products included in the Inventory (the “Trademark Period”) to use the trademarks of Seller not included in the Purchased Assets used in connection with the Product (the “Seller Brands”), solely to the extent set forth packaging materials and labels for the Product included in the Inventory. Seller hereby grants to Purchaser a fully-paid, royalty-free, non-exclusive, sublicensable, non-transferable and non-assignable right and license to use the Seller Brands used in connection with the Product for the purposes expressly set forth in this Section 5.19 for the Trademark Period. All other uses by Purchaser of the Seller Brands not contemplated by this Section 5.19 will be subject to Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any right, title or interest in the Seller Brands; it being understood that all rights, title and interest relating to the Seller Brands are expressly reserved by Seller.
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Use of Seller Brands. Other than as expressly provided in this Agreement and the Other Agreements, Purchaser shall not use or permit any of its Affiliates to use any of the Seller Brands, except as follows: (a) To the extent permitted by, and in accordance with applicable Laws, and subject to the limitations in SECTION 2.5(B) and SECTION 8.7, Purchaser shall be entitled to continue to use the Seller Brands and the existing Labeling for the purchased Inventory until the first anniversary of the Closing Date, it being acknowledged and agreed that Purchaser will use its commercially reasonable efforts to use or sell such items of Inventory prior to selling any Product under any Purchaser Trademark. Subject to the terms and conditions herein, Seller and Seller Sub hereby grant a non-exclusive, non-transferable right and license to Purchaser to use the Seller Brands on Labeling and packaging for the Products to the extent specified herein. (b) Purchaser shall promptly after the Closing Date, and prior to the first anniversary of the Closing Date, complete the revision of all Promotional Materials relating to the Products (i) to delete all references to the Seller Brands and (ii) to delete all references to Seller's or Seller Sub's customer service address or phone number; PROVIDED, HOWEVER, that for a period of ninety (90) days following completion of the transfer of the Registrations to Purchaser, under the license grant set forth in SECTION 6.6(A), Purchaser may continue to distribute Promotional Materials that use the Seller Brands and such Seller and Seller Sub addresses or phone numbers to the extent that such Promotional Materials exist on the Closing Date.
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Use of Seller Brands. (a) The Seller hereby grants to the Buyer a fully-paid, royalty-free, non-exclusive, non-sublicensable, irrevocable, non-transferable and non-assignable limited right and license to use any universal product codes or Trademarks used on or in connection with the Product that are not included in the Transferred Intellectual Property or Licensed Intellectual Property (the “Seller Brands”) for the purposes expressly set forth below in Section 5.6(b) for the Trademark Period. (b) The Buyer shall be permitted, for a period commencing on the Closing Date and ending no later than the date of the latest expiration date for any individual units of finished Product included in the Product Inventory that bear or contain the Seller Brands (the “Trademark Period”) to use the Seller Brands only to the extent they appear on Product Inventory and Marketing Assets and only as necessary to sell off the Product Inventory and use up Marketing Assets that in each case exist as of the Closing Date. The Buyer shall use commercially reasonable efforts to stop using the Seller Brands as promptly as reasonably practical following the Closing. (c) Nothing contained in this Agreement shall be construed as an assignment to the Buyer of any right, title or interest in the Seller Brands; it being understood that all rights, title and interest relating to the Seller Brands are expressly reserved by the Seller.
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Related to Use of Seller Brands

  • Use of Software Any software that is available on the Services ("Software") is the copyrighted work of Red Hat and/or its licensors. Copying or reproducing the Software to any other server or location for further reproduction or redistribution is strictly prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such Software. You may not create derivative works of the Software, or attempt to decompile or reverse-engineer the Software unless otherwise permitted by law. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. You may not download any Software until you have read and accepted the terms of the accompanying software license. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SEPARATE LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE. EXCEPT AS WARRANTED IN SUCH LICENSE AGREEMENT, RED HAT, ITS PARENT, SUBSIDIARY, AND AFFILIATE COMPANIES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • Use of FIIOC’s and FSC's Name The Trust shall not use the name of FIIOC and FSC in any Prospectus, sales literature or other material relating to the Trust or any Fund of the Trust in a manner not consented to by FIIOC and FSC prior to use; provided, however, that FIIOC and FSC shall approve all uses of its name which merely refer in accurate terms to its appointments, duties or fees hereunder or which are required by the Securities and Exchange Commission ("SEC" or “Commission”) or a state securities commission; and further, provided that in no event shall such approval be unreasonably withheld.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • By Sellers Sellers covenant and agree to defend, indemnify and hold harmless Purchaser, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Purchaser Indemnitees") from and against, and pay or reimburse the Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by any Seller herein, or in any certificate delivered by an officer of any Seller pursuant hereto (a "Seller Certificate") or in any Collateral Agreement or in connection herewith or therewith; (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any and all Retained Liabilities or Retained Assets; (iv) any and all Taxes (other than payroll Taxes) of any Seller and all Affiliates thereof relating to or arising out of the Business accruing, or with respect to any event or time period occurring, at or prior to Closing; and (v) any and all liabilities in respect of employees of Seller or its Affiliates or Plans except to the extent assumed by Purchaser pursuant to Section 4.3. Cap on Sellers' Indemnification Obligations. Sellers' obligation to indemnify Purchaser Indemnitees pursuant to this Agreement, any Seller Certificate or any Collateral Agreement for breaches or inaccuracies of representations or warranties, and for breaches or failures to perform covenants or agreements or to fulfill any other obligations set forth in this Agreement (except for (x) the Seller Surviving Covenants, and (y) solely to the extent expressly contemplated by this Section 8.9(a), the Environmental Covenants (as defined in this Section 8.9(a))), in any Seller Certificate or in any Collateral Agreement, shall not exceed the amount of funds held in the Escrow Account at the time such claims

  • Business Contracts All contracts and other agreements (other than the Real Property Leases and Personal Property Leases and the Accounts Receivable) to which the Seller is a party and which are utilized in the conduct of the Business, including without limitation contracts and other agreements relating to suppliers, sales representatives, distributors, consultants, customers, purchase orders, marketing and purchasing arrangements (the "Business Contracts");

  • Use of Marks To the extent one party’s Marks must be utilized by the other party in connection with the operation of a particular Component System or the Licensed Services related to the particular Component System: the Company hereby grants to BNYM a non-exclusive, limited license to use its Marks solely in connection with the Licensed Services provided by the Component System; BNYM hereby grants to the Company a non-exclusive, limited license to use its Marks solely in connection with the Licensed Services provided by the Component System; all use of Marks shall be in accordance with the granting party’s reasonable policies regarding the advertising and usage of its Marks as established from time to time; the Company hereby grants BNYM the right and license to display the Company’s Mark’s on applicable BNYM Web Applications and in advertising and marketing materials related to the BNYM Web Application and the Licensed Services provided by the relevant Component System; each party shall retain all right, title and interest in and to its Marks worldwide, including any goodwill associated therewith, subject to the limited license granted in this Section 4.5; use of the Marks hereunder by the grantee pursuant to this limited license shall inure to the benefit of the trademark owner and grantees shall take no action that is inconsistent with the trademark owner’s ownership thereof; each party shall exercise reasonable efforts within commercially reasonable limits, to maintain all on-screen disclaimers and copyright, trademark and service xxxx notifications, if any, provided to it by the other party in writing from time to time, and all “point and click” features relating to Authorized Persons’ acknowledgment and acceptance of such disclaimers and notifications; and a party shall immediately cease using another party’s Marks immediately upon termination of the Licensed Rights governing the relevant Component System.

  • USE OF NASA NAME AND NASA EMBLEMS A. NASA Name and Initials Partner shall not use "National Aeronautics and Space Administration" or "NASA" in a way that creates the impression that a product or service has the authorization, support, sponsorship, or endorsement of NASA, which does not, in fact, exist. Except for releases under the "Release of General Information to the Public and Media" Article, Partner must submit any proposed public use of the NASA name or initials (including press releases and all promotional and advertising use) to the NASA Associate Administrator for the Office of Communications or designee ("NASA Communications") for review and approval. Approval by NASA Office of Communications shall be based on applicable law and policy governing the use of the NASA name and initials. B. NASA Emblems Use of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA logotype, NASA Program Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. Partner must submit any proposed use of the emblems to NASA Communications for review and approval.

  • Use of Cookies 5.1 We use cookies to ensure that our website works effectively and to support your trading activities. Cookies are small text files sent from our web server to your computer. Our cookies do not contain any personal data, account numbers, or passwords. 5.2 We may enlist outside organizations to help us manage the website and collect and analyze statistical data. These outside organizations may install and use their own cookies on our behalf.

  • Use of Customer Name Contractor may use County’s name without County’s prior written consent only in Contractor’s customer lists. Any other use of County’s name by Contractor must have the prior written consent of County.

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

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