Common use of Use of Seller Marks Clause in Contracts

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 make accurate statements (written or oral) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sources. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation of the Business, as operated as of the Closing, then Seller and Apollo shall negotiate in good faith a perpetual, royalty-free, non-transferrable (except in connection with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Marks.

Use of Seller Marks. (a) Promptly after Buyer acknowledges and agrees that it does not obtain pursuant to this Agreement or otherwise any right, title, interest, license or any other right whatsoever to use the date hereofSeller Marks, other than the Sellers shallindirect rights for Xxxxxxx to continue to use the Seller XX Xxxxx in connection with the applicable Projects pursuant to the Solomon MSAs in a manner substantially consistent with such use prior to the Closing. Buyer shall (at its own cost and expense), as soon as practicable following the Closing, and shall cause each in any event within six (6) months thereafter, (a) make any and all filings with any office, agency or body to effect the elimination of their Subsidiaries toany use of the Seller Marks from the company names of any Acquired Companies, (b) other than as provided in the immediately preceding sentence with respect to the continued use of the Seller XX Xxxxx, use commercially reasonable efforts to expressly identify remove, cover or conceal 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 all public- facing assets of the Closing, each Seller, on behalf Acquired Companies and (c) take all other actions reasonably necessary to accomplish the foregoing. Xxxxx agrees not to challenge the ownership 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 (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 Acquired Companies. Buyer shall 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 do any domain names used solely in business or offer any goods or services under or using 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 nameMarks, or (ii) display a Separation Notice send, or cause or permit any of its Affiliates to send, any correspondence or other materials to any Person on any stationery that contains or reflects any Seller Marks, in each case, except indirectly via Xxxxxxx as set forth in the home page first sentence of this paragraph. Notwithstanding the foregoing, Buyer (b) For as long as Seller and its Affiliates shall own any rights in the Seller Marks, Buyer shall not, at any time, anywhere in the world, and shall not permit any of its Affiliates or any other parties on behalf of Buyer or any of its Affiliates to, (i) apply to register any of the Seller Marks, any derivative 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, or any component or translation thereof, or any term or design confusingly similar thereto; or (ii) willingly do or cause to be done, using the Seller Marks, (A) any illegal or unethical acts or (B) any act or thing that disparages, disputes, tarnishes, degrades, injures, attacks, challenges, impairs, dilutes, or is likely to harm the Seller Marks, the reputation or goodwill associated with Seller or any of its Affiliates, or their products or services, or the Seller Marks or the rights of Seller and its Affiliates therein, including using the Seller Marks in any false, misleading, inaccurate, obscene or scandalous manner. (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 make accurate statements (written or oral) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sources. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation of the Business, as operated as of Following the Closing, then Buyer shall ensure that any regulatory filings made on or behalf of any Projects subject to the Solomon MSAs associated with the Seller XX Xxxxx accurately refer to Buyer or an Acquired Company as the ultimate owner thereof to avoid any confusion with projects retained by Seller and Apollo shall negotiate in good faith a perpetual, royalty-free, non-transferrable (except in connection its Affiliates associated with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller MarksXX Xxxxx.

Use of Seller Marks. (a) Promptly Buyer agrees that, except as set forth in Exhibit G (the “Use of Seller Marks Post-Closing”), Buyer and its Subsidiaries have, and after the date hereofClosing, the Sellers shallTransferred Entities will have, and shall cause each of their Subsidiaries tono right, use commercially reasonable efforts to expressly identify all title, interest, license or any other right whatsoever in the Seller Marks, provide a schedule and that none of Seller or any of its respective Affiliates have assigned such identified Seller Marks right, title, interest, license or other right to ApolloBuyer or any of its Subsidiaries (including following the Closing, the Transferred Entities and supplement such schedule from time to time after the initial delivery thereof if additional Seller Trademarks are subsequently identifiedJV Entities). (b) Subject to compliance with the terms and conditions hereofFollowing Closing, including in Section 4.16(c) and effective as use of the word “Xxxxxx” or any other Seller Xxxx or any derivations or translation thereof by the Transferred Entities will be governed by the Use of Seller Marks Post-Closing, each Selleras set forth in Exhibit G. (c) At Closing, on behalf of itself and its Subsidiaries, hereby grants to Apollo and its Affiliates Buyer will host a limited, non-exclusive, non-transferable, non-sublicensable, paid-up and royalty-free right and license webpage for a period of twenty-four twelve (2412) months following the Closing Date to use the Seller Marks that (not including domain namesi) indicates that, 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 is no longer owned by Seller; and (ii) display a Separation Notice on redirects the home page of any domains that were used in both the Business and the Retained Business prior user 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 shallSeller’s website. The Parties shall consult with, and shall cause its controlled Affiliates toconsider in good faith any comments of, use commercially reasonable efforts the other Party with respect 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)such webpage copy, Apollo shallsubject to Seller’s approval which is not to be unreasonably withheld, 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 conditioned or archived). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Apollo and its controlled Affiliates from referencing the Seller Marks to make accurate statements (written or oral) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sourcesdelayed. (d) Notwithstanding Following Closing, in the foregoing Sections 4.16(b) and (c), from and after event that Buyer discontinues the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation use of the Businessword “Xxxxxx” or any other Seller Xxxx or any derivations or translation thereof with respect to an ECR Client Contract in reliance on a Person’s tacit consent through its conduct (including such conduct as making payment) under such ECR Client Contract or by virtue of such Person having not taken legal action adverse to Buyer within a period of one year following notice or request for approval, as operated as and such Person subsequently notifies Buyer or an Affiliate of the ClosingBuyer (including a Transferred Entity or JV Entity) of its objection to such discontinuation, then Seller and Apollo Buyer shall use its commercially reasonable efforts to negotiate in good faith a perpetualwith such Person regarding such discontinuation until such point as Buyer determines, royalty-freein its sole judgment, non-transferrable (except in connection that further negotiations would adversely affect Buyer’s relationship with a merger such Person, at which time Buyer may resume use of the word “Xxxxxx” or reorganization ofany other Seller Xxxx or any derivations or translation thereof with respect to such ECR Client Contract for the remainder of the term of such ECR Client Contract. Buyer’s use of the word “Xxxxxx” or any other Seller Marks or any derivations or translation thereof shall not include or extend to any renewal, extension, or sale of all or substantially all of follow-on contract to the assets ofECR Client Contract, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Marksexcept as otherwise approved by the Steering Committee.

Use of Seller Marks. (a) Promptly after Purchaser, on behalf of itself and its Affiliates (which, for the date hereofavoidance of doubt, shall include throughout this Section 7.11, Surviving Bank and its Subsidiaries following the Closing), acknowledges and agrees that neither Purchaser nor any of its Affiliates is purchasing, acquiring, and except as expressly set forth in Section 7.11(b), is not licensing or otherwise obtaining, any right, title or interest in, any Marks, Internet domain names or social media handles employing or incorporating “BNP,” “Paribas,” “BNP Paribas,” any of the Marks identified on Section 7.11(a) of the Seller Disclosure Schedule, or any derivation, variation, combination, translation or adaptation of any of the foregoing, or any Internet domain name, social media handle or Xxxx confusingly similar thereto or embodying any of the foregoing, whether alone or in combination with any other words, name or Marks, in each case whether registered or unregistered (collectively, the Sellers “Parent Seller Marks”), and that to the extent the Surviving Bank or any of its Subsidiaries has any such rights, the Surviving Bank and its Subsidiaries hereby assign to Parent Seller all of its and their rights in any such Parent Seller Marks effective as of the Closing. After the Closing, at Parent Seller’s reasonable request, Purchaser shall and shall cause the Surviving Bank and its Subsidiaries to execute and deliver to Seller documentation evidencing the foregoing assignment. (b) Solely for a period not to exceed six (6) months immediately following the Closing Date (the “Phase-Out Period”), Parent Seller hereby grants to the Surviving Bank and its Subsidiaries a limited, royalty-free, non-sublicensable, non-transferrable, non-exclusive right to use and display the Parent Seller Marks set forth in Section 7.11(b) of the Seller Disclosure Schedule (the “Transitional Marks”), solely as such Transitional Marks already appear on existing signage displayed on properties operated by the Surviving Bank and its Subsidiaries as of the Closing Date. Purchaser shall, and shall cause each of their the Surviving Bank and its Subsidiaries to, use commercially reasonable efforts (i) ensure that any and all goods and services provided in connection with such Transitional Marks (including any goods and services provided through any such properties that continue to expressly identify display Transitional Marks) during the Phase-Out Period are of a quality that is at least consistent with the quality provided by Seller Bank and its Subsidiaries immediately prior to the Closing Date, and (ii) as soon as reasonably practicable, but in any case prior to the end of the Phase-Out Period, replace, obscure or destroy all Seller materials (whether tangible or intangible) bearing or incorporating any Transitional Marks, provide a schedule and otherwise cease any and all further use and display of such identified any Parent Seller Marks other than for nominal use or internal archival purposes, or as otherwise required by Law. Neither Purchaser nor any of its Affiliates shall, at any time, seek to Apollo, and supplement such schedule from time to time after the initial delivery thereof if additional register or apply for any registration of any Parent Seller Trademarks are subsequently identifiedXxxx. (bc) Subject to compliance with the terms and conditions hereof, including in Section 4.16(c) and effective as of the Closing, each Parent Seller, on behalf of itself and its SubsidiariesAffiliates, acknowledges and agrees that neither Parent Seller nor any of its Affiliates will retain, except as expressly set forth in Section 7.11(d), any right, title or interest in, any Marks, Internet domain names or social media handles employing or incorporating “Bank of the West,” or any derivation, variation, combination, translation or adaptation thereof, or any Internet domain name, social media handle or Xxxx confusingly similar thereto, whether alone or in combination with any other words, name or Marks, in each case whether registered or unregistered (collectively, the “Seller Bank Marks”), and that to the extent the Parent Seller or any of its Subsidiaries have any such rights in any Seller Bank Marks, Parent Seller and its Subsidiaries hereby assign to the Surviving Bank all of its and their rights in any such Seller Bank Marks (other than any Seller Bank Marks that incorporate or embody any Parent Seller Marks) effective as of the Closing. After the Closing, at Purchaser’s reasonable request, Parent Seller shall and shall cause its Subsidiaries to execute and deliver to Purchaser documentation evidencing the foregoing assignment. (d) Purchaser (on behalf of itself and its Affiliates) hereby grants to Apollo the Parent Seller and its Affiliates Affiliates, during the Phase-Out Period, a limited, non-exclusive, non-transferable, non-sublicensablesublicensable (except to service providers in connection with the provision of services to Parent Seller and its Affiliates), paid-up and royalty-free right and license for a period of twenty-four (24) months following the Closing Date to use the Seller Bank Marks (not including domain names, subdomains, vanity URLs, or social media user names) in connection with the conduct operation of the Business, solely in the manner in which the businesses of Parent Seller and its Affiliates as such Seller Bank Marks were used in the Business therein as of immediately prior to the Closing Date. Parent 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 (i) ensure that any and all goods and services provided in connection with such Seller Bank Marks (including any goods and services provided through any such properties that continue to transition display Seller Bank Marks) during the businesses Phase-Out Period are of a quality that is at least consistent with the quality provided by Parent Seller and its Affiliates immediately prior to the Closing Date, and (ii) as soon as reasonably practicable, but in any case prior to the end of the Subject Companies from use of the Phase-Out Period, replace, obscure or destroy all materials (whether tangible or intangible) bearing or incorporating any 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 shallBank Marks, and shall cause its controlled Affiliates to, otherwise cease any and all further use and display of the Seller Marks and destroy and dispose of all advertising, marketing, sales and promotional materials in their possession bearing any Seller Bank Marks (other than materials retained for nominal use or internal purposes archival purposes, or archived)as otherwise required by Law. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Apollo Parent Seller and its controlled Affiliates from referencing may use the Seller Bank Marks at all times after Closing (x) as required by applicable Law; (y) subject to make accurate statements (written or oral) about the activities and history of the Subject CompaniesSection 7.6, including in regulatory filings and circulations to prospective acquirors or financing sources. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation of the Business, as operated as of the Closing, then Seller and Apollo shall negotiate in good faith a perpetual, royalty-freeneutral, non-transferrable trademark manner to describe the historical relationship between Seller Bank and the Subsidiaries of Seller Bank on the one hand, and Parent Seller and its Affiliates (except other than Seller Bank and the Subsidiaries of Seller Bank) on the other hand, which reference is factually accurate; and (z) subject to Section 7.6, in historical legal documents and materials that are not visible to the public, in each case (i) through (iii), provided that Parent Seller and its Affiliates shall not modify or edit the appearance of the Seller Bank Marks in connection with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Marksuses.

Use of Seller Marks. Buyers acknowledge and agree that (a) Promptly Sellers and their Affiliates (other than the Companies) are retaining all rights, title and interest in and to the Seller Marks and (b) except as provided in the following sentence, neither Buyer nor any of their Affiliates (including, following the Closing, the Companies) will have any right to use any or display of the Seller Marks following the Closing. To the extent any Seller Marks were used or displayed in connection with the Business immediately prior to the Closing, the Companies may continue, for a period of time not to exceed twelve (12) months after the date hereofClosing Date (the “Transitional Period”), to use and display such Seller Marks in connection with the Business in substantially the same manner as they were used or displayed immediately prior to the Closing; provided that, with respect to company names, corporate names, trade names or “doing business as” filings, the Sellers Companies may only use the Seller Marks as such Seller Marks are currently used in such names or filings and only to the extent permitted by Section 4.26. As soon as reasonably practicable after the Closing Date, but in any event prior to the expiration of the Transitional Period, Buyers shall, and shall cause each of their Subsidiaries Affiliates (including the Companies) to, cease all use commercially reasonable efforts to expressly identify or display of all Seller Marks, provide a schedule of such identified including by removing the Seller Marks from (i) any and all exterior signs and other identifiers located on or attached to Apolloany property, and supplement such schedule from time to time after the initial delivery thereof if additional Seller Trademarks are subsequently identified. (b) Subject to compliance buildings, vehicles, signs or premises used in connection with the terms Business, (ii) all externally-facing or externally-distributed letterhead, envelopes, invoices, supplies, labels, product packaging and conditions hereofinserts, websites, promotional materials, marketing collateral, advertisements and other communications media or materials of any kind used in the Business which are held by or under the control of the Buyers or their Affiliates (including in Section 4.16(cthe Companies) (collectively, “Business Materials”) and effective as of (iii) except to the Closingextent required pursuant to Section 4.26, each Sellerany company name, on behalf of itself corporate name, or trade name of, or “doing business as” filing used by, the Companies. Buyers and its Subsidiaries, hereby grants to Apollo their Affiliates (including the Companies) (A) shall ensure that all products 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 services provided in connection with the Seller Marks (not including domain names, subdomains, vanity URLs, and all Business Materials containing a Seller Mark) during the Transitional Period are of a level of quality equal to or social media user names) in connection greater than the quality of goods and services with the conduct of the Business, solely in the manner in respect to which Seller and its Affiliates used the Seller Marks were prior to the Closing, (B) shall not modify the Seller Marks or any Business Materials containing the Seller Marks used in the Business as of prior to the Closing Date. Seller shall, for one (1) year following the Closing Date, either (i) redirect all visitors to in 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 shallrespect, and (C) at Seller’s request, shall cause its controlled provide appropriate documentation to confirm compliance with the foregoing. Buyers and their Affiliates to, (including the Companies) agree that all goodwill arising from any use commercially reasonable efforts to transition the businesses of the Subject Companies from use or display of the Seller Marks as promptly as practicable following by Buyers or their Affiliates (including the ClosingCompanies) will inure solely to the benefit of Seller and its Affiliates. Promptly upon Neither the expiration Buyer nor any of their Affiliates (including the Companies) shall (x) contest the ownership or validity of any rights of the twenty-four Sellers or any of their Affiliates in or to the Seller Marks, (24y) month period set forth in Section 4.16(b)adopt, Apollo shallregister, and shall cause its controlled Affiliates toor attempt to register, cease any and all use of the Seller Marks and destroy and dispose in any jurisdiction or (z) expressly or by implication, do business as or represent itself as a Seller or an Affiliate of all advertising, marketing, sales and promotional materials in their possession bearing any Seller Marks (other than materials retained for internal purposes or archived)Sellers. Notwithstanding anything to the foregoing, nothing contrary in this Agreement shall prohibit Apollo Section 4.25 or in Section 4.26, Buyers or the Companies may use the name of Sellers in a descriptive or factually accurate manner or where such use constitutes fair or other permitted non-trademark use under applicable Law, including to describe the historical relationship of the Business to the Seller and its controlled Affiliates from referencing the Seller Marks to make accurate statements Affiliates. For six (written or oral6) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sources. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and months after the date hereof until such date that is five (5) years after Closing, the Closing DateSellers and their Affiliates shall display on their websites and in social media, to in the extent Apollo identifies any Seller Trademarks that are necessary for the operation of locations previously addressing the Business, as operated as of a mutually-agreed statement about the Closing, then Seller Transactions and Apollo shall negotiate in good faith a perpetual, royalty-free, non-transferrable (except in connection with a merger or reorganization of, or sale of link to all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Markswebsites and other social media venues designated by Buyers.

Use of Seller Marks. Buyer acknowledges and agrees that (a) Promptly after Seller and its Affiliates (other than the date hereof, Transferred Subsidiaries) are retaining all rights with respect to 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 except as provided in the terms and conditions hereoffollowing sentence, including in Section 4.16(c) and effective as of neither Buyer nor its Affiliates (including, following the Closing, each Sellerthe Transferred Subsidiaries) will have any right, on behalf of itself and its Subsidiariesdirectly or indirectly, 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 any of the Seller Marks (not including domain namesor any derivative thereof, subdomains, vanity URLs, and neither Buyer nor any of its Affiliates shall contest the ownership or social media user names) validity of any rights of Seller or any of its Affiliates in connection with the conduct or to any of the Business, solely in the manner in which the Seller Marks were used in the Business as of the Closing DateMarks. Seller shall, for one (1) year following Promptly after the Closing Date, either but in any event within ninety (i90) redirect all visitors to any domain names used solely in days after the Business prior to Closing that incorporate Seller Marks in such domain names (collectivelyDate, 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 Buyer shall, and shall cause its controlled Affiliates (including the Transferred Subsidiaries and Subsidiaries who receive any Transferred Assets or Assumed Liabilities) to: (i) cease and discontinue all use of Seller Marks (including any derivation, use commercially reasonable efforts translation, adaptation, combination or variation thereof in any language that is confusingly similar thereto) alone or together with other words, logos, slogans, symbols or designs in any form, variation or manner, including by removing or obliterating the Seller Marks from (A) any and all exterior signs and other identifiers located on or attached to transition any of Buyer’s (including the businesses Business’s) property, buildings, vehicles, signs or premises, (B) all letterhead, envelopes, invoices, supplies, labels, product packaging and inserts, websites, promotional materials, marketing collateral, advertisements and other communications media or materials of any kind in Buyer’s, its Affiliates’ and Transferred Subsidiaries’ possession, (C) all regulatory filings and (D) any other tangible or intangible materials bearing the Seller Marks in Buyer’s, its Affiliates’ and Transferred Subsidiaries’ possession; (ii) change any corporate, limited liability company or other similar entity names that contain any Seller Marks to a name not containing such Seller Marks; and (iii) make all required filings with the applicable Governmental Authorities necessary to effect such change of name and make any other conforming amendments to any business registration certificates or licenses of the Subject Companies from use Transferred Subsidiaries to remove any reference to such Seller Marks in all jurisdictions. Any usage of the Seller Marks as promptly as practicable following by Buyer or any of its Affiliates (including the Closing. Promptly upon Transferred Subsidiaries) in accordance with this Section 4.15 shall be in a manner consistent with 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 make accurate statements (written or oral) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sources. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation past practice of the Business, as operated as of the Closing, then Seller and Apollo shall negotiate in good faith a perpetual, royalty-free, non-transferrable (except in connection with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Marks.

Use of Seller Marks. Buyer acknowledges and agrees that (a) Promptly after Seller and its Affiliates (other than the date hereofCompany) are retaining all rights, title and interest in and to 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 except as provided in the terms and conditions hereoffollowing sentence, including in Section 4.16(c) and effective as neither Buyer nor any of its Affiliates (including, following 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 the Company) will have any right and license for a period of twenty-four (24) months following the Closing Date to use any of 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 Marks. As soon as of the Closing Date. Seller shall, for one (1) year following reasonably practicable after the Closing Date, either but in any event within 90 days after the Closing Date (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 NamesTransitional Period”) 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 Buyer shall, and shall cause its controlled Affiliates (including the Company) to, cease all use commercially of Seller Marks, including by removing the Seller Marks from (i) any and all exterior signs and other identifiers located on or attached to any property, buildings, vehicles, signs or premises used in connection with the Business, (ii) all letterhead, envelopes, invoices, supplies, labels, product packaging and inserts, websites, promotional materials, marketing collateral, advertisements and other communications media or materials of any kind used in the Business, other than such items owned or possessed by Buyer or its Affiliates that are part of any such Person’s internal records with respect to periods prior to the conclusion of the Transitional Period and are not available to non-Affiliates of Buyer (collectively, “Business Materials”) and (iii) any corporate name of, or trade name used by, the Company. Buyer and its Affiliates (including the Company) (A) shall use their reasonable best efforts to transition ensure that all products and services provided by them in connection with the businesses Seller Marks (and all Business Materials containing a Seller Xxxx) during the Transitional Period are of a level of quality equal to or greater than the Subject Companies quality of goods and services with respect to which Seller and its Affiliates used the Seller Marks prior to the Closing, (B) shall use the Seller Marks during the Transitional Period only in the same form and manner as they were used in the Business immediately prior to the Closing, (C) shall not modify the Seller Marks or any Business Materials containing the Seller Marks in any respect and (D) at Seller’s reasonable request, shall provide appropriate documentation to confirm compliance with the foregoing. Buyer and its Affiliates (including the Company) agree that all goodwill arising from any use of the Seller Marks as promptly as practicable following by Buyer or its Affiliates (including the Closing. Promptly upon Company) will inure solely to the expiration benefit 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 make accurate statements (written or oral) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sourcesAffiliates. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation of the Business, as operated as of the Closing, then Seller and Apollo shall negotiate in good faith a perpetual, royalty-free, non-transferrable (except in connection with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such 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. (b) Subject to compliance with the terms and conditions hereof, including in Section 4.16(c5.17(b) and Section 5.17(c) and effective as of the Closing, each SellerSeller Party, on behalf of itself and its SubsidiariesAffiliates, hereby grants to Apollo the Buyer 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 twelve (2412) months following the Closing Date to use the Seller Marks (not including domain names, subdomains, vanity URLs, or social media user names) set forth on Section 5.17 of the Seller’s Disclosure Schedule in connection with the conduct of the Businessbusinesses of the Acquired Companies, 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. (cb) Subject to Section 4.16(d), notwithstanding Notwithstanding the license contained in Section 4.16(b5.17(a), Apollo the Buyer shall, and shall cause its controlled Affiliates to, use commercially reasonable efforts to transition the businesses of the Subject Acquired Companies from use of the Seller Marks as promptly as practicable following the Closing. Promptly upon the expiration of the twenty-four twelve (2412) month period set forth in Section 4.16(b5.17(a), Apollo the Buyer 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 the Buyer and its controlled Affiliates from referencing using the Seller Marks to make accurate statements (written or oral) about the activities and history of the Subject Acquired Companies, including in regulatory filings and circulations to prospective acquirors or financing sources. (dc) Notwithstanding The Buyer agrees that, as between the foregoing Sections 4.16(bSeller Parties and the Buyer, the Seller Parties or one or more of their Affiliates (other than the Acquired Companies) own all rights, titles and (c), from interests in and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks Marks, and that are necessary for all goodwill arising from the operation use of the Business, as operated as Seller Marks will inure exclusively to the benefit of the ClosingSeller Parties and their Affiliates. The Buyer agrees, then Seller and Apollo shall negotiate in good faith a perpetualagrees to cause its Affiliates, royalty-free, non-transferrable not to (except in connection with a merger i) take any action or reorganization make any statement which may prejudice the distinctiveness or validity of, or sale of all otherwise adversely affect, disparage, dilute or invalidate, the Seller Marks or (ii) adopt or use any other Trademark which may be substantially all of identical, deceptively similar or confusingly similar to the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Marks.

Use of Seller Marks. (a) Promptly From and 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 SellerBuyer shall ensure that the Business ceases to appear to have, on behalf and Buyer shall not hold itself out as having, any affiliation with Seller or any of itself and its SubsidiariesAffiliates, hereby grants to Apollo and its Affiliates a limitedexcept as expressly permitted by this Section 4.3. Buyer shall, non-exclusiveas soon as practicable, non-transferable, non-sublicensable, paid-up and royalty-free right and license for a period of twenty-four but in no event later than six (246) months following the Closing Date Date, cease to make (or to permit any Person to make) any use of the names and marks of Seller and its Affiliates (excluding, for the avoidance of doubt, the Business IP being transferred hereunder), including “TravelCenters of America”, “Petro Stopping Centers” or “TA-Petro,” the trademarks listed on Schedule 1.2(p) hereof, and any name, logo or xxxx related thereto or containing, comprising or derived from any of the foregoing, including any names or marks similar thereto or dilutive thereof (the “Seller Marks”), including by removing, striking over, or otherwise obliterating all Seller Marks from all assets and other materials related to the Business, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use of Seller Marks prior to the expiration of such six (6) month period shall be in a form and manner, and with standards of quality equivalent in all material respects to that in effect for 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, and all goodwill arising therefrom shall inure to the sole benefit of Seller. Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.3, whether or not material, may be inadequate, and agrees that, without intending to limit any additional rights or remedies that may be available under applicable Law or otherwise, Seller shallor its Affiliates shall be entitled to seek temporary or permanent injunction, for one (1) year following the Closing Datewithout proof of actual damage, either (i) redirect all visitors with respect to any domain names used solely in the Business prior Claim which may be brought 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 enforce 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 provisions 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 this 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 make accurate statements (written or oral) about the activities and history of the Subject Companies, including in regulatory filings and circulations to prospective acquirors or financing sources4.3. (d) Notwithstanding the foregoing Sections 4.16(b) and (c), from and after the date hereof until such date that is five (5) years after the Closing Date, to the extent Apollo identifies any Seller Trademarks that are necessary for the operation of the Business, as operated as of the Closing, then Seller and Apollo shall negotiate in good faith a perpetual, royalty-free, non-transferrable (except in connection with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which such license relates), fully paid-up license to such Seller Marks.