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 course of business. In the event of any actual or threatened violation of this Section 6.02, Seller shall be entitled to, in addition to other remedies that it may have, a temporary restraining order and other injunctive relief against Buyer or any applicable Affiliate of Buyer (including, after the Closing, the Company) to prevent or cease any violations of this Section 6.02.
Appears in 1 contract
Use of Seller Marks. Seller is not conveying ownership rights or granting Buyer nor (a) As promptly as possible following the Closing (but in any Affiliate of Buyer event within ninety (including after 90) days following the ClosingClosing Date), Purchaser shall cause the Company) a license or other right Surviving Company and the Company Subsidiaries to use any of cease using 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 terms “XxxxxxxxMACQUARIE,” “Xxxxxxxx PartnersMIC,” “Xxxxxxxx HubMIC GLOBAL SERVICES,” “Xxxxxxxx EnergyMACQUARIE GLOBAL SERVICES,” “Xxxxxxxx Energy Companies,Holey Dollar” and “We Make Energy Happen!Holey $” (whether alone or in combination with any trade name, trademark, service xxxx, logo other word or domain name incorporating the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Companies,” design) and any marks similar thereto or “We Make Energy Happen!”) constituting an abbreviation or extension thereof and all other marks of Seller or otherwise related to Macquarie Group Limited (collectively, the “Seller Marks”) and), after including eliminating the Closing, except as expressly permitted in this Section 6.02, Buyer shall not permit Seller Marks from all assets of the Surviving Company and the Company Subsidiaries and the disposing of any unused stationery, literature or similar materials bearing any Seller Marks, and thereafter, Purchaser shall not, and shall cause the Surviving Company and the Company Subsidiaries not to, use any Seller Marks or any Affiliate other Intellectual Property rights of Seller, Macquarie Group Limited, or any of their respective Affiliates. For clarity, during such ninety (90) day period following Closing Date, the Surviving Company and the Company Subsidiaries may only use the Seller Marks to phase out their use thereof and only in substantially the same form, scope, quality, and manner as the Seller Marks were used during the three (3)-month period immediately preceding the Closing Date (and not in any other form, scope, quality, or manner). Purchaser acknowledges and agrees that, absent a separate written agreement among Macquarie Group Limited, Seller and Purchaser to the contrary, Purchaser and its Affiliates have no rights whatsoever to use the Seller Marks or other Intellectual Property of Seller or Macquarie Group Limited and neither Purchaser nor any name of its Affiliates shall contest the ownership or xxxx that is a variation thereof validity of any rights of Seller or confusingly similar thereto. As promptly as practicable, and any of its Affiliates in or to 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 course of business. In the event of any actual or threatened violation of this Section 6.02, Seller shall be entitled to, in addition to other remedies that it may have, a temporary restraining order and other injunctive relief against Buyer or any applicable Affiliate of Buyer (including, after the Closing, the Company) to prevent or cease any violations of this Section 6.02.
Appears in 1 contract
Samples: Stock Purchase Agreement (Macquarie Infrastructure Corp)
Use of Seller Marks. Seller is not conveying ownership rights or granting Buyer nor any Affiliate of Buyer Purchaser agrees that (including except as expressly set forth in this Section 5.07) after the Closing, neither Purchaser nor its Subsidiaries (including the CompanyTransferred Companies) a license (i) will have any rights in and to the marks “Cristal” or other right to use “Tronox,” any Xxxx used by Seller, Cristal or any of their Subsidiaries or any Xxxx containing or comprising 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!”) foregoing (collectively, the “Seller Marks”) andor (ii) will, at any time after the Closing, except as expressly permitted in this Section 6.02market, Buyer shall not permit the Company promote, advertise 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 offer 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 services utilizing any of the Seller Marks expressly set forth above or thatotherwise hold itself out as having any affiliation with Seller or its Subsidiaries. Purchaser, immediately on behalf of itself and its Subsidiaries (including the Transferred Companies), agrees that if any of the Business Assets bear a Seller Xxxx, Purchaser shall, prior to distributing, selling or otherwise making use of such Business Assets for the Closing Dategeneral public, were remove, delete, cover or render illegible the Seller Xxxx as it may appear on such Business Assets. Notwithstanding the foregoing, for a period of six (6) months after the Acquisition Closing, Purchaser and its Subsidiaries (including the Transferred Companies) 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 used by to the Company extent such materials were included in the ordinary course Business Assets as of businessthe Closing. In the event of any actual or threatened violation of this Section 6.02, Seller shall be entitled to, in addition to other remedies that it may have, a temporary restraining order and other injunctive relief against Buyer or any applicable Affiliate of Buyer (including, after After the Closing, Purchaser shall not, and shall cause its Subsidiaries (including the CompanyTransferred Companies) not to, (i) use or adopt any name or any word (or other indicia of origin of goods or services) that is likely to prevent cause confusion with any Seller Xxxx; (ii) contest the ownership or cease validity of any violations rights of this Section 6.02Seller or its Subsidiaries in or to the Seller Marks, except in response to any Proceeding first threatened, initiated or otherwise asserted by Seller or any of its Affiliates against Purchaser or any of its or their customers or licensees, provided, that the foregoing exception shall not apply to the Seller Marks “Cristal” or “Tronox” or to any Seller Xxxx that is a combination xxxx composed of “Cristal” or “Tronox” and one or more generic or descriptive terms; or (iii) register or seek to register anywhere in the world any Seller Marks. Purchaser shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective Representatives against all Losses asserted against or imposed upon them as a consequence of the use of the Seller Marks by Purchaser and its Subsidiaries (including the Transferred Companies) following the Closing.
Appears in 1 contract
Use of Seller Marks. Buyer acknowledges and agrees that (a) Seller is not conveying ownership rights or granting and its Affiliates (other than the Company) 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 Affiliate of Buyer its Affiliates (including after including, following the Closing, the Company) a license or other will have any right to use any of the trade namesSeller Marks. As soon as reasonably practicable after the Closing Date, trademarksbut in any event within 90 days after the Closing Date (the “Transitional Period”), service marksBuyer shall, logos or domain names owned by Seller or any Affiliate and shall cause its Affiliates (including the Company) to, cease all use 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) (including A) shall use their reasonable best efforts to ensure that all products and services provided by them in connection with the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Companies,” “We Make Energy Happen!” Seller Marks (and all Business Materials containing a Seller Xxxx) during the Transitional Period are of a level of quality equal to or any trade name, trademark, service xxxx, logo or domain name incorporating greater than the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Companies,” or “We Make Energy Happen!”) (collectively, quality of goods and services with respect to which Seller and its Affiliates used the “Seller Marks”) and, after Marks prior to the Closing, except (B) shall use the Seller Marks during the Transitional Period only in the same form and manner as expressly permitted they were used in this Section 6.02the Business immediately prior to the Closing, Buyer (C) shall not permit the Company or any Affiliate of the Company to use modify the Seller Marks or any name or xxxx that is a variation thereof or confusingly similar thereto. As promptly as practicable, and Business Materials containing the Seller Marks in any event no later than sixty respect and (60D) days after at Seller’s reasonable request, shall provide appropriate documentation to confirm compliance with 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 servicesforegoing. Notwithstanding anything to the contrary in this Section 6.02, after the Closing, Buyer and its Affiliates (including, after the Closing, including the Company) may agree that all goodwill arising from any 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 course of business. In the event of any actual or threatened violation of this Section 6.02, Seller shall be entitled to, in addition to other remedies that it may have, a temporary restraining order and other injunctive relief against Buyer or any applicable Affiliate of Buyer its Affiliates (including, after the Closing, including the Company) will inure solely to prevent or cease any violations the benefit of this Section 6.02Seller and its Affiliates.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.)
Use of Seller Marks. Buyer acknowledges and agrees that (a) Seller is not conveying ownership and its Affiliates (other than the Transferred Subsidiaries) are retaining all rights or granting with respect to the Seller Marks and (b) except as provided in the following sentence, neither Buyer nor any Affiliate of Buyer its Affiliates (including after including, following the Closing, the CompanyTransferred Subsidiaries) a license will have any right, directly or other right indirectly, 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 practicablederivative thereof, and neither Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of Seller or any of its Affiliates in or to any of the Seller Marks. Promptly after the Closing Date, but in any event no later than sixty within ninety (6090) days after the Closing, except as expressly permitted in this Section 6.02Closing Date, Buyer shall (shall, and shall cause its AffiliatesAffiliates (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, includingtranslation, after 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 Closing, the Company, toSeller Marks from (A) take all necessary action to cease any and all use exterior signs and other identifiers located on or attached to any of Buyer’s (including the Seller MarksBusiness’s) property, including 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 marketingBuyer’s, promotingits Affiliates’ and Transferred Subsidiaries’ possession, advertising (C) all regulatory filings and (D) any other tangible 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 intangible materials bearing the Seller Marks solely (i) on internal office supplies or signage not visible to consumers or the general publicin Buyer’s, provided that such supplies or signage are replaced promptly in the ordinary course of business, its Affiliates’ and Transferred Subsidiaries’ possession; (ii) in change any corporate, limited liability company or other similar entity names that contain any Seller Marks to a neutral, non-trademark manner to describe the historical relationship of Buyer, name not containing such Seller Marks; 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) 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 extent required by Applicable Law Transferred Subsidiaries to remove any reference to such Seller Marks in legal or business documents already in existence on the Closing Dateall jurisdictions. 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 Any usage 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 course of business. In the event of any actual or threatened violation of this Section 6.02, Seller shall be entitled to, in addition to other remedies that it may have, a temporary restraining order and other injunctive relief against Buyer or any applicable Affiliate of Buyer its Affiliates (including, after including the Closing, the CompanyTransferred Subsidiaries) to prevent or cease any violations of in accordance with this Section 6.024.15 shall be in a manner consistent with the past practice of the Business.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Addus HomeCare Corp)
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 shall ensure that the Business ceases to appear to have, and Buyer shall not hold itself out as having, any Affiliate of Buyer (including, after the Closing, the Company) shall challenge the validity, enforceability affiliation with Seller or ownership of any of the Seller Marks its Affiliates, except as expressly set forth above or thatpermitted by this Section 4.3. Buyer shall, immediately prior to as soon as practicable, but in no event later than six (6) months following the Closing Date, were 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 used by from all assets and other materials related to the Company 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 ordinary course Seller Marks as of businessthe Closing Date, and all goodwill arising therefrom shall inure to the sole benefit of Seller. In Each of the event Parties acknowledges and agrees that the remedy at Law for any breach of any actual or threatened violation the requirements of this Section 6.024.3, 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 or its Affiliates shall be entitled toto seek temporary or permanent injunction, in addition without proof of actual damage, with respect to other remedies that it any Claim which may have, a temporary restraining order and other injunctive relief against Buyer or be brought to enforce any applicable Affiliate of Buyer (including, after the Closing, the Company) to prevent or cease any violations provisions of this Section 6.024.3.
Appears in 1 contract
Samples: Asset Purchase Agreement (Travelcenters of America LLC)
Use of Seller Marks. Buyers acknowledge and agree that (a) Sellers and their Affiliates (other than the Companies) are retaining all rights, title and interest in and to the Seller is not conveying ownership rights or granting Marks and (b) except as provided in the following sentence, neither Buyer nor any Affiliate of Buyer their Affiliates (including after including, following the Closing, the CompanyCompanies) a license or other will have any right to use any or display of the trade 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 Closing 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, trademarkscorporate names, service markstrade names or “doing business as” filings, logos the Companies may only use the Seller Marks as such Seller Marks are currently used in such names or domain names owned filings and only to the extent permitted by Seller or Section 4.26. As soon as reasonably practicable after the Closing Date, but in any Affiliate event prior to the expiration of Seller (other than the Company) Transitional Period, Buyers shall, and shall cause their Affiliates (including the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Companies,” “We Make Energy Happen!” ) to, cease all use or display of all Seller Marks, including by removing the Seller Marks from (i) any trade nameand all exterior signs and other identifiers located on or attached to any property, trademarkbuildings, service xxxxvehicles, logo signs or domain name incorporating premises used in connection with the trade names “Xxxxxxxx,” “Xxxxxxxx Partners,” “Xxxxxxxx Hub,” “Xxxxxxxx Energy,” “Xxxxxxxx Energy Business, (ii) all externally-facing or externally-distributed 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 which are held by or under the control of the Buyers or their Affiliates (including the Companies,” or “We Make Energy Happen!”) (collectively, the “Seller MarksBusiness Materials”) andand (iii) except to the extent required pursuant to Section 4.26, after any company name, corporate name, or trade name of, or “doing business as” filing used by, the Companies. Buyers and their Affiliates (including the Companies) (A) shall ensure that all products and services provided in connection with the Seller Marks (and all Business Materials containing a Seller Mark) during the Transitional Period are of a level of quality equal to or greater than the quality of goods and services with respect to which Seller and its Affiliates used the Seller Marks prior to the Closing, except as expressly permitted in this Section 6.02, Buyer (B) shall not permit the Company or any Affiliate of the Company to use modify the Seller Marks or any name or xxxx that is a variation thereof or confusingly similar thereto. As promptly as practicableBusiness Materials containing the Seller Marks used prior to the Closing in any respect, and in (C) at Seller’s request, shall provide appropriate documentation to confirm compliance with the foregoing. Buyers and their Affiliates (including the Companies) agree that all goodwill arising from any event no later than sixty use or display of the Seller Marks by Buyers or their Affiliates (60including the Companies) days after will inure solely to the Closing, except as expressly permitted in this Section 6.02, benefit of Seller and its Affiliates. Neither the Buyer nor any of their Affiliates (including the Companies) shall (and shall cause its Affiliates, including, after x) contest the Closing, ownership or validity of any rights of the Company, to) take all necessary action Sellers or any of their Affiliates in or to cease any and all use of the Seller Marks, including (y) adopt, register, or attempt to register, any of the Seller Marks in marketingany jurisdiction or (z) expressly or by implication, promoting, advertising do business as or offering for sale any products, goods represent itself as a Seller or servicesan Affiliate of Sellers. Notwithstanding anything to the contrary in this Section 6.024.25 or in Section 4.26, after Buyers or the Closing, Buyer and its Affiliates (including, after the Closing, the Company) Companies 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 name of business, (ii) Sellers in a neutral, descriptive or factually accurate manner or where such use constitutes fair or other permitted non-trademark manner use under applicable Law, including 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 the Business to the Seller and its Affiliates are no longer affiliated with the Company), or Affiliates. For six (iii6) 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, months after the Closing, the Company) Sellers and their Affiliates shall challenge the validitydisplay on their websites and in social media, 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 course of business. In locations previously addressing the event of any actual or threatened violation of this Section 6.02, Seller shall be entitled to, in addition to other remedies that it may haveBusiness, a temporary restraining order mutually-agreed statement about the Transactions and a link to all websites and other injunctive relief against Buyer or any applicable Affiliate of Buyer (including, after the Closing, the Company) to prevent or cease any violations of this Section 6.02social media venues designated by Buyers.
Appears in 1 contract
Samples: Equity Purchase Agreement (Baxter International Inc)
