Use of Seller Marks. Seller is not conveying ownership rights or granting Buyer nor any Affiliate of Buyer (including after the Closing, the Company) a license or other right to use any of the trade names, trademarks, service marks, logos or domain names owned by Seller or any Affiliate of Seller (other than the Company) (including the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Companies,” “We Make Energy Happen!” or any trade name, trademark, service xxxx, logo or domain name incorporating the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Companies,” or “We Make Energy Happen!”) (collectively, the “Seller Marks”) and, after the Closing, except as expressly permitted in this Section 6.02, Buyer shall not permit the Company or any Affiliate of the Company to use the Seller Marks or any name or xxxx that is a variation thereof or confusingly similar thereto. As promptly as practicable, and in any event no later than sixty (60) days after the Closing, except as expressly permitted in this Section 6.02, Buyer shall (and shall cause its Affiliates, including, after the Closing, the Company, to) take all necessary action to cease any and all use of the Seller Marks, including in marketing, promoting, advertising or offering for sale any products, goods or services. Notwithstanding anything to the contrary in this Section 6.02, after the Closing, Buyer and its Affiliates (including, after the Closing, the Company) may use the Seller Marks solely (i) on internal office supplies or signage not visible to consumers or the general public, provided that such supplies or signage are replaced promptly in the ordinary course of business, (ii) in a neutral, non-trademark manner to describe the historical relationship of Buyer, Seller and Company in an accurate and factual manner (it being understood that any such use shall include reasonable notices or legends indicating that Seller and its Affiliates are no longer affiliated with the Company), or (iii) to the extent required by Applicable Law in legal or business documents already in existence on the Closing Date. From and after the Closing, neither Buyer nor any Affiliate of Buyer (including, after the Closing, the Company) shall challenge the validity, enforceability or ownership of any of the Seller Marks expressly set forth above or that, immediately prior to the Closing Date, were Seller Marks used by the Company in the ordinary cour...
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 ninety (90) days after the Closing Date, remove the Seller Marks from the Company Assets, including signage, and provide written verification thereof to Seller promptly after completing such removal. Buyer agrees never to challenge Seller’s (or its Affiliates’) ownership of the Seller Marks or any application for registration thereof or any registration thereof or any rights of Seller or its Affiliates therein as a result, directly or indirectly, of its ownership of the Companies. 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 Companies 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) 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.
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. (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").
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.
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. Upon Closing, Seller Marks will appear on some of the assets of OPP, including on signage at the Oleander Station, and on supplies, materials, stationery, brochures, advertising materials, manuals and similar consumable items of OPP. Except as provided in the next sentence, Purchasers acknowledge and agree that they do not have and, upon consummation of the Transactions shall not have, any right, title, interest, license, or any other right whatsoever to the Seller Marks. As soon as practicable and in no event later than thirty (30) days following the Closing Date, Purchasers shall (a) remove any Seller Marks from, or cover or conceal the Seller Marks on, the assets of OPP, including signage at the Oleander Station, and provide written verification thereof to Sellers after completing such removal, and (b) return or destroy (with reasonable certifications of destruction) all other assets of OPP that contain any Seller Marks that are not removable. Purchasers agree 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 OPP. Purchasers will not conduct any business or offer any goods or services under any Seller Marks. Purchasers 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 OPP in any manner which would or might reasonably be expected to confuse any Person into believing that Purchasers have any right, title, interest, or license to use any Seller Marks.
Use of Seller Marks. (a) Buyer agrees that, except as set forth in this Section 5.10, Buyer and its Subsidiaries have, and after the Closing, the Transferred Entities will have, no right, title, interest, license or any other right whatsoever in the Seller Marks, and that none of Seller or any of its respective Affiliates have assigned such right, title, interest, license or other right to Buyer or any of its Subsidiaries (including following the Closing, the Transferred Entities and the JV Entities).
