Common use of Use of Seller Marks Clause in Contracts

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 the Seller Marks by the Purchaser, the Mexican Subsidiaries or the Purchaser’s Affiliates conducting the Business after the Closing.

Use of Seller Marks. (a) As between promptly as possible following the PartiesClosing (but in any event within ninety (90) days following the Closing Date), Purchaser shall cause the Purchaser hereby acknowledges that Surviving Company and the name Company Subsidiaries to cease using the terms “Rhodia”, the names listed MACQUARIE,” “MIC,” “MIC GLOBAL SERVICES,” “MACQUARIE GLOBAL SERVICES,” “Holey Dollar” and “Holey $” (whether alone or in Section 5.05(acombination with any other word or design) of the Disclosure Schedule hereto, and any marks similar thereto or constituting an abbreviation or extension thereof and all similar other marks of Seller or otherwise related namesto Macquarie Group Limited (collectively, marks and logos (the “Seller Marks”) are owned exclusively by ), including eliminating the Sellers and/or some of their Affiliates, and that, except as provided in Section 5.05(b) hereof, any and Seller Marks from all rights assets of the Mexican Surviving Company and the Company Subsidiaries and the Transferred Assets to 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 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 shall terminate to phase out their use thereof and only in substantially the same form, scope, quality, and manner as of the Seller Marks were used during the three (3)-month period immediately preceding the Closing Date (and shall immediately revert back 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 Sellers or their relevant Affiliates. The contrary, Purchaser further acknowledges that it has and its Affiliates have no rights whatsoever to use the Seller Marks except as expressly agreed or other Intellectual Property of Seller or Macquarie Group Limited and neither Purchaser nor any of its Affiliates shall contest the ownership or validity of any rights of Seller or any of its Affiliates in or to by any of the Sellers in writingSeller Marks. (b) The Purchaser, for itself and its Affiliates (which, for the purposes of this Section 6.24, shall include the Surviving Company and the Company Subsidiaries), agrees that immediately from and after the Closing, Purchaser and its Affiliates will not expressly, or by implication, do business as or represent themselves as (or as affiliated with) Seller, Macquarie Group Limited, or their respective Affiliates. (c) As promptly as possible following the Closing (but in any event within ten (10) Business Days following the Closing), Purchaser and its Affiliates shall make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt new corporate names, registered names and registered fictitious names of the Surviving Company and the Company Subsidiaries that do not consist in whole or in part of, and are not dilutive of or confusingly similar to, any Seller Marks (“New Corporate Names”). Upon receipt of confirmation from the appropriate registry that such name changes have been effected, Purchaser shall provide Seller and Macquarie Group Limited with written proof that such name changes have been effected. Purchaser and its Affiliates shall, and shall cause its Affiliates conducting the Business Company and the Company Subsidiaries 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 use their respective best efforts 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, adopt New Corporate Names 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 the Seller Marks by the Purchaser, the Mexican Subsidiaries or the Purchaser’s Affiliates conducting the Business possible after the Closing.

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 Buyer agrees that, except as provided set forth in this Section 5.05(b) hereof5.10, 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 all rights 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 Mexican Subsidiaries Closing, the Transferred Entities 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 writingJV Entities). (b) The Purchaser 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 Affiliates conducting Subsidiaries (including the Business to, remove or obliterate Transferred Entities and 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”JV Entities) or to cease using such Existing Stock. Notwithstanding the foregoing, holding themselves out as having any affiliation with Seller or its Subsidiaries in the event that removal or obliteration respect 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 MarksBusiness. (d) At Closing, Buyer will host a webpage for a period of twelve (12) months that (i) indicates that, as of the Closing Date, the Business is no longer owned by Seller; and (ii) redirects the user to Seller’s website. The Purchaser agrees that the Sellers and their Affiliates Parties shall have no responsibility forconsult with, and hereby irrevocably releases, and shall fully indemnify and hold harmlessconsider in good faith any comments of, the Sellers and their Affiliates fromother Party with respect to such webpage copy, any claimssubject to Seller’s approval which is not to be unreasonably withheld, actions, suits conditioned or proceedings, including claims by third parties, arising out of or relating to the use of the Seller Marks by the Purchaser, the Mexican Subsidiaries or the Purchaser’s Affiliates conducting the Business after the Closingdelayed.

Use of Seller Marks. Seller is not conveying ownership rights or granting Buyer nor any Affiliate of Buyer (a) As between including after the PartiesClosing, the Purchaser hereby acknowledges that the name “Rhodia”, the names listed in Section 5.05(aCompany) a license or other right to use any of the Disclosure Schedule hereto, and all similar or related trade names, marks and 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”) are owned exclusively by and, after the Sellers and/or some of their Affiliates, and thatClosing, except as provided expressly permitted in this Section 5.05(b) hereof6.02, Buyer shall not permit the Company or any and all rights Affiliate of the Mexican Subsidiaries and the Transferred Assets 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 terminate as (and shall cause its Affiliates, including, after the Closing, the Company, to) take all necessary action to cease any and all use of the Closing and shall immediately revert back Seller Marks, including in marketing, promoting, advertising or offering for sale any products, goods or services. Notwithstanding anything to the Sellers or their relevant Affiliates. The Purchaser further acknowledges that it has no rights whatsoever to contrary in this Section 6.02, after the Closing, Buyer and its Affiliates (including, after the Closing, the Company) may use the Seller Marks except as expressly agreed solely (i) on internal office supplies or signage not visible to by consumers or the Sellers general public, provided that such supplies or signage are replaced promptly in writing. the ordinary course of business, (bii) The Purchaser shallin 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 cause include reasonable notices or legends indicating that Seller and its Affiliates conducting are no longer affiliated with the Business toCompany), remove or obliterate (iii) to the Seller Marks promptly following extent required by Applicable Law in legal or business documents already in existence on the Closing from all Date. From and after the Closing, neither Buyer nor any Affiliate of its existing stocks Buyer (including, after the Closing, the Company) shall challenge the validity, enforceability or ownership 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 any of the Seller Marks from certain items of Existing Stock expressly set forth above or the cessation of the use thereof is impracticablethat, 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 immediately prior to the Closing Date, whichever occurs first. Except as expressly provided in this Agreement, no other right to use the were Seller Marks is granted used by the Sellers 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 the Purchaser whether by implication other remedies that it may have, a temporary restraining order and other injunctive relief against Buyer or otherwise. any applicable Affiliate of Buyer (c) The Purchaser shallincluding, 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 the Seller Marks by the Purchaser, the Mexican Subsidiaries or the Purchaser’s Affiliates conducting the Business after the Closing, the Company) to prevent or cease any violations of this Section 6.02.

Use of Seller Marks. (a) As between Prior to Closing, Seller and the PartiesCompany shall prepare the documentation necessary to effect a change in name of each of the Company and any of its Subsidiaries (other than HSF II) to remove the words “Centex,” “CHEC” and “Hxxxxxx” and any derivatives thereof from its name. At or as soon as practicable after the Closing, the Purchaser hereby acknowledges Company shall file for a change in the name of each of the Company and any of its Subsidiaries (other than HSF II) to remove the words “Centex” “CHEC” and “Hxxxxxx” and any derivatives thereof from its name; provided, however, that the name “Rhodia”Company and its Subsidiaries, as applicable, may continue to use such names in any jurisdiction if the approval of a Governmental Authority is required to conduct business in such jurisdiction under a different name, until such time as such approval has been obtained (provided that Purchaser continues to diligently pursue such approvals). Purchaser acknowledges and agrees that it is not obtaining any rights, except as provided in this paragraph (a), or any licenses with respect to the names listed in Section 5.05(a“Centex,” “Hxxxxxx” or any derivative thereof (including, but not limited to, “Centex Home Equity” or “CHEC”) of the Disclosure Schedule hereto, and all similar or related names, marks and associated Trademarks or other logos or trade dress (the “Seller Marks”) are owned exclusively by ). Purchaser shall discontinue and cause the Sellers and/or some Company and its Subsidiaries to discontinue use 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 not more than 30 45 days thereafterafter the Closing Date, cause or, if a filing with or approval of any Governmental Authority is required, as soon as practicable after all such approvals are obtained. Notwithstanding the Mexican Subsidiaries foregoing, the Company may continue to file amended articles refer to itself as “formerly known as Centex Home Equity Company” for a period of incorporation with one year following the appropriate authorities changing their respective corporate names to corporate names that do not contain any Seller MarksClosing Date. (db) The To the extent that such action has not been taken on or prior to Closing, from and after the Closing, Purchaser agrees that shall use its commercially reasonable efforts to cause each Securitization Trust to promptly change its name to remove “Centex” and any derivatives thereof from its name and to cause Bloomberg Terminal to cease using the Sellers and their Affiliates shall have ticker symbol “CXHE” with respect to the Securitization Trusts. In no responsibility for, and hereby irrevocably releases, and shall fully indemnify and hold harmlessevent may Purchaser, the Sellers and their Affiliates from, Company or any claims, actions, suits or proceedings, including claims by third parties, arising out of or relating to the its Subsidiaries use of the Seller Marks by in any prospectus, offering document, offering memoranda or other materials used in the offering of any securities after the Closing. Notwithstanding anything to the contrary contained herein, Purchaser, the Mexican Company and its Subsidiaries may refer to the Seller Marks for historical references or other reasonable informational purposes (but not for marketing purposes) including in any prospectus, offering document, offering memoranda or other materials used in the Purchaser’s Affiliates conducting the Business offering of any securities after the Closing. (c) From and after the Closing, Purchaser shall use its commercially reasonable efforts to promptly cease using the names “Centex”, “CHEC” and “Hxxxxxx” and any derivatives thereof in connection with any financing facility, including the facilities described in Section 7.11 hereof.