Use of Seller Marks Sample Clauses

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) 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). (b) Immediately following the Closing, Buyer and the Transferred Entities shall cease and discontinue any use of marketing and promotional materials, invoices, business cards, schedules, stationery, technical guidelines, product manuals, packing materials and other supplies and similar materials, that were previously created and included in the inventory of the Business and that incorporate the Seller Marks and shall, at Buyer’s sole cost and expense, remove all Seller Marks from all such supplies and materials, in each case, whether such supplies or materials are held by Buyer, a Buyer Designee, the Transferred Entities or the JV Entities or under the control of Buyer, a Buyer Designee, a Transferred Entity or a JV Entity. (c) As promptly as practicable after the Closing but in no event later than two (2) months after the Closing Date, Buyer shall cause the Transferred Entities to, at Buyer’s sole cost and expense, change their names to remove the word “Xxxxxx” or any other Seller Xxxx or any derivations or translation thereof, including filings with the applicable Governmental Authority of each jurisdiction in which the ownership or the operation of the Business 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. As promptly as practicable after the Closing but in no event later than six (6) months after the Closing Date, Buyer shall cause the Transferred Entities and the JV Entities to, at Buyer’s sole cost and expense, remove or obliterate all Seller Marks from any signs or displays and cease any other use of the Seller Marks. Immediately upon the Closing, Buyer shall, and shall cause its Subsidiaries (including the Transferred Entities and the JV Entities) to cease holding themselves out as having any affiliation with Seller or its Subsidiaries in respect of the Business. (d) At Closing, Buyer will host a webpage for a period of tw...

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) 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. (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) 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. Seller’s name and other trademarks, service marks and trade names owned by Seller or its Affiliates (“Seller Marks”) may appear on some of the Assets, including signage on the Assets. Buyer acknowledges and agrees that Buyer obtains no right, title, interest, license or any other right whatsoever to use the Seller Marks. Buyer shall, no later than ninety (90) days after the Closing Date, remove the Seller Marks from the 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. 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 stationary that contains any Seller Marks or otherwise operate the Assets in the 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 promptly as possible following the Closing (but in any event within thirty (30) days following the Closing Date), Buyer shall (and shall cause each of its Affiliates (which, following the Closing and for purposes of this Section 10.9, shall include the Company Entities) to) to cease using the terms “STEEL” and “KIDS FIRST” (whether alone or in combination with any other word or design) and any marks similar thereto or constituting an abbreviation, derivation, or extension thereof and all other marks of Seller or its Affiliates (collectively, the “Seller Marks”). For clarity, during such thirty (30) day period following Closing Date, each Company Entities may only use the Seller Marks to phase out its use thereof and only in substantially the same form, scope, quality, and manner as the Seller Marks were used by such Company Entity during the three (3)-month period immediately preceding the Closing Date (and not in any other form, scope, quality, or manner). Without limiting the foregoing, Buyer, for itself and its Affiliates, acknowledges and agrees that (i) the Seller Marks are associated with high quality products and services;