Use of Seller Marks. (a) Promptly after the date hereof, the Sellers shall, and shall cause each of their Subsidiaries to, use commercially reasonable efforts to expressly identify all Seller Marks, provide a schedule of such identified Seller Marks to Apollo, and supplement such schedule from time to time after the initial delivery thereof if additional Seller Trademarks are subsequently identified.
(b) Subject to compliance with the terms and conditions hereof, including in Section 4.16(c) and effective as of the Closing, each Seller, on behalf of itself and its Subsidiaries, hereby grants to Apollo and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable, paid-up and royalty-free right and license for a period of twenty-four (24) months following the Closing Date to use the Seller Marks (not including domain names, subdomains, vanity URLs, or social media user names) in connection with the conduct of the Business, solely in the manner in which the Seller Marks were used in the Business as of the Closing Date. Seller shall, for one (1) year following the Closing Date, either (i) redirect all visitors to any domain names used solely in the Business prior to Closing that incorporate Seller Marks in such domain names (collectively, the “Redirected Domain Names”) to a domain name of Apollo’s or its applicable Affiliate’s choosing, other than a domain name that includes any Seller Marks in such domain name, or (ii) display a Separation Notice on the home page of any domains that were used in both the Business and the Retained Business prior to Closing and identified by domain names incorporating Seller Marks.
(c) Subject to Section 4.16(d), notwithstanding the license contained in Section 4.16(b), Apollo shall, and shall cause its controlled Affiliates to, use commercially reasonable efforts to transition the businesses of the Subject Companies from use of the Seller Marks as promptly as practicable following the Closing. Promptly upon the expiration of the twenty-four (24) month period set forth in Section 4.16(b), Apollo shall, and shall cause its controlled Affiliates to, cease any and all use of the Seller Marks and destroy and dispose of all advertising, marketing, sales and promotional materials in their possession bearing any Seller Marks (other than materials retained for internal purposes or archived). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Apollo and its controlled Affiliates from referencing the Seller Marks to m...
Use of Seller Marks. (a) As between the Parties, the Purchaser hereby acknowledges that the name “Rhodia”, the names listed in Section 5.05(a) of the Disclosure Schedule hereto, and all similar or related names, marks and logos (the “Seller Marks”) are owned exclusively by the Sellers and/or some of their Affiliates, and that, except as provided in Section 5.05(b) hereof, any and all rights of the Mexican Subsidiaries and the Transferred Assets to use the Seller Marks shall terminate as of the Closing and shall immediately revert back to the Sellers or their relevant Affiliates. The Purchaser further acknowledges that it has no rights whatsoever to use the Seller Marks except as expressly agreed to by the Sellers in writing.
(b) The Purchaser shall, and shall cause its Affiliates conducting the Business to, remove or obliterate the Seller Marks promptly following the Closing from all of its existing stocks of signs, letterheads, advertisements and promotional materials and other documents and materials (“Existing Stock”) or to cease using such Existing Stock. Notwithstanding the foregoing, in the event that removal or obliteration of the Seller Marks from certain items of Existing Stock or the cessation of the use thereof is impracticable, the Purchaser and the Purchaser’s Affiliates conducting the Business may use such items of Existing Stock, so long as a xxxx or some other designation identifying that such Affiliate is an Affiliate of the Purchaser (and not of the Sellers) is clearly indicated on such items of Existing Stock, until such items of Existing Stock are depleted, or until the end of a period of three months after the Closing Date, whichever occurs first. Except as expressly provided in this Agreement, no other right to use the Seller Marks is granted by the Sellers to the Purchaser whether by implication or otherwise.
(c) The Purchaser shall, as soon as practicable after the Closing Date, but in no event later than 30 days thereafter, cause the Mexican Subsidiaries to file amended articles of incorporation with the appropriate authorities changing their respective corporate names to corporate names that do not contain any Seller Marks.
(d) The Purchaser agrees that the Sellers and their Affiliates shall have no responsibility for, and hereby irrevocably releases, and shall fully indemnify and hold harmless, the Sellers and their Affiliates from, any claims, actions, suits or proceedings, including claims by third parties, arising out of or relating to the use of ...
Use of Seller Marks. Any use by Purchaser of the Marks of Seller shall be in accordance with and subject to the terms and conditions of the Transition Services Agreement.
Use of Seller Marks. Buyer acknowledges and agrees that it obtains no right, title, interest, license or any other right whatsoever to use the Seller Marks. Buyer shall, within sixty (60) days after the Closing Date, remove the Seller Marks from the Company Assets, including signage, and provide written verification thereof to Sellers promptly after completing such removal. Buyer agrees never to challenge Sellers’ (or their Affiliates’) ownership of the Seller Marks or any application for registration thereof or any registration thereof or any rights of Sellers or their Affiliates therein as a result, directly or indirectly, of its ownership of the Company Assets. Buyer will not do any business or offer any goods or services under the Seller Marks. Buyer will not send, or cause to be sent, any correspondence or other materials to any Person on any stationery that contains any Seller Marks or otherwise operate the Company Assets in any manner which would or might reasonably be expected to confuse any Person into believing that Buyer has any right, title, interest, or license to use the Seller Marks.
Use of Seller Marks. (a) As of the Closing Date, Seller Group grants each of the Target Companies and Buyer and its Affiliates a limited, non-exclusive, non-transferable license to use the Seller Marks solely in connection with the Business, solely in the manner in which such Seller Marks were used in the Business in the 12 months prior to the Closing Date, for a period beginning on the Closing Date and ending on the date that is 24 months following the Closing Date with respect to (i) the use of such Seller Marks on vehicles, planes, equipment, facilities, signage, stationery, business cards, print advertising materials, inventory, packaging, product, service and training literature, and other similar materials bearing the Seller Marks, and (ii) all electronic or digital uses of such Seller Marks, including on Internet-hosted websites and advertisements, and digital and mobile applications. Notwithstanding anything in the foregoing to the contrary, the Target Companies and Buyer and its Affiliates shall have the right to (A) retain instances of the Seller Marks solely for archival and compliance reporting purposes in internal documents and records created during the foregoing license periods in clauses (i) and (ii); (B) not destroy, remove or cover up such Seller Marks solely to the extent in any (x) products, tools, utilities, documents or other materials that have been sold, delivered, distributed or installed by or for, or otherwise provided to any, third party prior to the date that is 24 months following the Closing Date, and are not in the possession or control of the Target Companies, or of Buyer and its Affiliates (subject to the following sentence), or (y) Software, materials or documents (which shall include filenames, header files, and other text and files in Software) that are not visible or functional uses in Software (e.g., function calls, APIs, etc.); and (C) use such Seller Marks (and shall not be considered to be in breach of this Section 4.10 as a result of the use of such Seller Marks) for internal purposes in a non-trademark manner; provided that in each case under (A)-(C), such use is and remains at all times in compliance with any quality control and other requirements described herein. Buyer shall use reasonable best efforts to cause third parties with which it has a contractual relationship (including, but not limited to, the Target Companies’ customers or suppliers) to remove, by the end of the 24-month period referenced above, the Seller Marks from a...
Use of Seller Marks. Effective as of the Closing, Seller, on behalf of itself and its Affiliates, hereby grants and hereby causes each of its Affiliates to grant, to the Company, its Subsidiaries, and Buyer and its Affiliates a limited, non-exclusive, worldwide, royalty-free, fully paid-up license, for twelve (12) months after the Closing, to use the Seller Marks in connection with the Business, in a form and manner, and with standards of quality, generally consistent with the use of the Seller Marks made in connection with the Business during the twelve (12) months prior to the Closing.
Use of Seller Marks. (a) Within two years after the Closing Date, Buyer shall change the name of the Company to remove the word "Spectrum" and any derivatives thereof from its name. Except as is necessary to allow Buyer's use of the name of the Company for the period set forth in the preceding sentence, Buyer acknowledges and agrees that it is not obtaining any rights or licenses with respect to the names "Spectrum" or any derivative thereof (including, but not limited to, "Spectrum Services" or "Energy Spectrum") or associated logos or trade dress (the "Seller Marks").
(b) After the Closing, the Company shall have the right to maintain on the Pipeline Assets and Facilities all Seller Marks and to sell existing inventory and to use existing packaging, labeling, containers, supplies, advertising materials, technical data sheets and any similar materials bearing Seller Marks until two years after the Closing Date. Buyer shall cause the Company to comply with all applicable laws or regulations in any use by the Company of packaging or labeling containing the Seller Marks. The obliteration of the Seller Marks shall be deemed compliance with the covenant not to use the Seller Marks pursuant to this Section 7.8.
(c) Buyer agrees to cause the Company to use reasonable efforts to cease using the Seller Marks on buildings, cars, trucks and other fixed assets not later than two years after the Closing Date.
(d) Sellers agree that their consent to the amendment or extension of this Section will not be unreasonably withheld if the Company cannot exhaust existing inventory within two years of the Closing Date.
Use of Seller Marks. (a) Buyer agrees that (except as expressly set forth in this Section 6.13) after the Closing, neither Buyer nor its Affiliates (including the Company) (i) will have any rights in and to the Marks “Lucid,” “Lucid Energy,” any other similar Xxxx used or held for use by Seller or any of its Subsidiaries or any other member of the Seller Group, or any Xxxx containing or comprising any of the foregoing or any derivatives or variations of any of the foregoing (collectively, the “Seller Marks”) or (ii) subject to subsection (b) below will, at any time after the Closing, market, promote, advertise or offer for sale any products, goods or services utilizing or bearing any of the Seller Marks or otherwise hold itself out as having any affiliation with Seller or its Affiliates.
(b) Buyer, on behalf of itself and its Affiliates (including the Company), agrees that if any of the assets bear a Seller Xxxx, Buyer shall, prior to distributing, selling or otherwise making use of such assets for the general public, remove, delete, cover or render illegible the Seller Xxxx as it may appear on such assets. Notwithstanding the foregoing, for a period of one-hundred eighty (180) days after the Closing, the Company may use any remaining inventory of materials, including any sales and product literature, vehicles, business cards, schedules, stationery, packaging materials, displays, signage, advertising, marketing, promotional and related materials, training materials, audio and visual materials, manuals, forms, websites, social media pages and accounts, e-mail and e-mail addresses, computer Software and other materials and systems, that include one or more of the Seller Marks to the extent such materials were included in the assets as of the Closing in connection with the continued operation of the Business.
(c) After the Closing, Buyer shall not, and shall cause its Affiliates (including the Company) not to, (i) use or adopt any name or any word (or other indicia of origin of goods or services) that is likely to cause confusion with any Seller Xxxx; (ii) contest the ownership or validity of any rights of Seller or its Affiliates in or to the Seller Marks, except in response to any action, suit or proceeding first threatened, initiated or otherwise asserted by Seller or any of its Affiliates against Buyer or any of its or their customers or licensees; or (iii) register or seek to register anywhere in the world any Seller Marks. BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER, ITS...
Use of Seller Marks. No Person other than (i) Sellers, (ii) their Affiliates who are also debtors in the Bankruptcy Cases, and (iii) Fairway Community Foundation Inc. are authorized to use the Seller Marks (collectively, “Authorized Users”). Except as expressly provided in this Section 6.8, after the Closing, no Authorized User shall use, or have the right to use, any of the Seller Marks. Buyer hereby grants to the Authorized Users a limited, non-exclusive, 43
Use of Seller Marks. At or as soon as practicable after the Closing, the Purchaser shall cause the Company to change the name of each of the Company, any of its Subsidiaries and any joint venture controlled by the Company to remove the word “Centex” and any derivatives thereof from its name. The Purchaser acknowledges and agrees that it is not obtaining any rights or licenses with respect to the name “Centex” or any derivative thereof or associated logos or trade dress (the “Seller Marks”). The Purchaser, the Company and its Subsidiaries shall discontinue use of the Seller Marks as soon as practicable after the Closing Date, but not more than 90 days after the Closing Date; provided, however, that if the approval of a Governmental Authority is required to change the name of the Company or one of its Subsidiaries under or in connection with a Material Contract, then the Purchaser, the Company and its Subsidiaries will discontinue using such name as soon as practicable after such approval is obtained (provided that the Purchaser continues to diligently pursue such approvals). Notwithstanding the previous sentence, the Company and its Subsidiaries may use the phrase “formerly known as Centex Construction” to refer to itself for a period of three years following the Closing Date. Except as permitted by the previous sentence, from and after the Closing, none of the Company, any of its Subsidiaries nor any joint venture controlled by the Company may use the word “Centex” or any of the Seller Marks to market or promote the Company, its Subsidiaries or its Construction Services or in any marketing or promotional materials or media (including its internet website). Following the Closing Date, neither the Company nor its Subsidiaries shall be prohibited from making factual historical references to Construction Services projects completed by the Company and its Subsidiaries prior to the Closing Date as projects performed by the Company and its Subsidiaries.
