Common use of Use of Seller’s Name Clause in Contracts

Use of Seller’s Name. Purchaser agrees that, subject to the terms of the Transition Agreements: (a) within six months after the Closing Date, Purchaser shall remove “MeadWestvaco,” the MeadWestvaco logo and any other similar xxxx (the “Seller Name”) and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (i) within twelve months after the Closing Date, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (f) As soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvaco.”

Use of Seller’s Name. Purchaser Orhan agrees that, subject to the terms of the Transition Agreements: (a) within six months 90 days after the Closing Date, Purchaser Orhan shall remove remove, or cause to be removed, “MeadWestvaco,Dxxx”, the “Dxxx xxxxxxx” the MeadWestvaco logo and any other similar xxxx mxxx (the “Seller Name”) and any other Trademark, trade dress, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property from all domain names, web sites, buildings, signs and vehicles of the FPG Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months 90 days after the Closing Date, Purchaser Orhan shall, and shall cause the applicable Purchasers to, remove and cease using the Excluded IP Assets Intellectual Property and the Seller Name and any other Trademark, trade dress, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sitespackaging, advertising and promotional materials, office forms forms, business cards and business cardsother written and electronic materials; (c) Purchaser will within 90 days after the Closing Date (i) within twelve months after Orhan shall, and shall cause the Closing Dateapplicable Purchasers to, remove and cease using the proprietary MeadWestvaco packaging “confetti design packaging” from the inventory of packaging materials and marketing materials of the FPG Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to Orhan shall, and shall cause the applicable Purchasers to, remove within six months after the Closing Date and cease using the Seller Name, Name and any other Trademark, trade dress, design or logo previously or currently used by any Seller or any of its Affiliates that is not part of the Acquired Intellectual Property, Property from those assets of the FPG Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the FPG Business or otherwise reasonably used in the conduct of the FPG Business after the closing Closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser Orhan or any Affiliate of Purchaser its Affiliates advertise or hold itself out as any Seller or an Affiliate of any Seller at any time before, on or after the Closing Date; and (fe) As soon as reasonably practicable after the Closing Date, but in no event later than three months 60 days following the Closing Date, Purchaser Orhan shall, and shall cause the applicable Purchasers to, change the name names of the Acquired CompaniesCompanies and shall change all filings, to the extent applicablelicenses, and other items, to delete any references to “MeadWestvacoDxxx”, if any, and the Excluded Intellectual Property.”

Use of Seller’s Name. Purchaser agrees that, subject to the terms of the Transition Agreements: (a) within six months after The Buyer Parties acknowledge that they are not purchasing or licensing any right, title or interest in and to the name “TechTeam,” or any variation thereof, or any other Trademarks of Seller (collectively, “Seller’s Trademarks”) except as expressly set forth herein; provided, that the term Seller’s Trademarks shall exclude domain names. Effective as of the Closing Date, Purchaser shall remove “MeadWestvaco,” the MeadWestvaco logo and any other similar xxxx (the “Seller Name”) and any other Trademark, design or logo previously or currently used by license agreement pursuant to which Seller or any of its Affiliates that is not part of Affiliate has granted to the Acquired Intellectual Property from all buildings, signs and vehicles of Companies the Business; (b) except for right to use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part Seller’s Trademarks shall be deemed cancelled and of no further force or effect. Buyer shall have the Acquired Intellectual Property in right to use any and all previously printed stationery, signage, invoices, letterhead, domain names and web sitespackaging, advertising and promotional materials, office forms packing and business cards; (c) Purchaser will (i) within twelve months after shipping materials and other similar materials used or held for use by the Closing Date, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence Acquired Companies and bearing Seller’s Trademarks as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after until the second anniversary of the Closing Date (the “Transitional Period”). During the Transitional Period, Seller Namehereby grants to Buyer a limited, and any other Trademarknon-exclusive (subject to the immediately following sentence), design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Propertynon-sublicensable, from those assets of the Business that are not Existing Inventorynon-transferable, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used royalty-free license to use Seller’s Trademarks in the conduct of the Business Business; provided, that as soon as reasonably practicable but not later than one (1) year after the closing Date (such assetsClosing Date, “Other Marked Assets”); (d) At to distinguish the ClosingExisting Inventory from the materials used by Seller prior to the Closing Date, Seller will grant to Purchaser Buyer shall institute a limited right to use the Seller Name and associated Trademarks, designs and logos with regard procedure whereby a stamp or other indelible identifying xxxx is affixed to the Existing Inventory and Other Marked Assetsin order to substitute Buyer’s corporate identification for Seller’s Trademarks, and which stamp or xxxx shall (i) use the name “TechTeam” in the form “Formerly part of TechTeam,” but which shall not use Seller’s Trademarks in any other form or manner; and (ii) appear more prominently than Seller’s Trademarks forming on all such materials. Notwithstanding the non-exclusive nature of the license granted to Buyer pursuant to the immediately preceding sentence, Seller agrees, during the Transitional Period, not to use or license for use Seller’s Trademarks for use in the conduct of any business, which provides, whether as a prime contractor, subcontractor or otherwise information technology-based and other professional services to Governmental Authorities. In addition and notwithstanding the expiration of the Transitional Period, following the Closing, (i) in the case of each Government Contract to which an Acquired Company is a party and in which such Acquired Company uses any of Seller’s Trademarks as part of such Acquired Company’s current or former name, such Acquired Company may continue to use such Seller’s Trademarks in such Government Contract (and in any related task orders, purchase orders or delivery orders or other documents or correspondence) until the Excluded IP Assetschange of name agreement that is required with respect to such Government Contract is submitted by such Acquired Company to the applicable Governmental Authority and such agreement is accepted and countersigned by the applicable Governmental Authority and delivered to such Acquired Company and becomes effective (and Buyer shall cause such Acquired Company to make such submission within thirty (30) days following the Closing Date); (ii) in the case of each other Contract to which an Acquired Company is a party and in which such Acquired Company uses any of Seller’s Trademarks as part of such Acquired Company’s current or former name, such Acquired Company may continue to use such Seller’s Trademarks in accordance with such Contract (and in any related documents or correspondence) until such Contract is amended or otherwise modified to reflect such name change (and Buyer shall cause such Acquired Company to provide written notice of its name change to the terms other parties to such Contract within thirty (30) days following the Closing Date); (iii) each Acquired Company may continue to use any of Seller’s Trademarks (to the extent part of such Acquired Company’s current or former name) in any documents or correspondence related to its filings to qualify to do business or other regulatory filings until such qualifications or filings are amended or otherwise modified to reflect such name change (and conditions set forth Buyer shall cause such Acquired Company to file such amendments or modifications within thirty (30) days following the Closing Date); and (iv) each Acquired Company (to the extent that its former name includes any of Seller’s Trademarks) may indicate that it was formerly known by such name. Notwithstanding anything in this Section 7.7; (e) In 6.03 to the contrary, to the extent that there is no event specific change of name process with respect to a Government Contract, Buyer shall Purchaser or any Affiliate use its Best Efforts to discontinue use of Purchaser advertise or hold itself out Seller’s Trademarks, as Seller or an Affiliate of Seller at any time beforeused in connection with such Government Contract, on or after the Closing Date; and (f) As as soon as reasonably practicable after the Closing Date. (b) During the Transitional Period, but Buyer shall maintain the Business in no event later connection with which Seller’s Trademarks are used at a level of quality equal to or greater than three months following the level of quality maintained by Seller as of the Closing Date. Buyer agrees that immediately upon termination of the Transitional Period, Purchaser Buyer shall change cease all further use of Seller’s Trademarks. Buyer shall use its Best Efforts to fully correct and remedy, or cause to be corrected and remedied, any deficiencies in its use of Seller’s Trademarks, the quality of the products and services associated with the Business using Seller’s Trademarks, and the advertising and promotion thereof, upon notice from Seller. (c) Buyer agrees that neither Buyer, nor any of its Affiliates (including the Acquired Companies) shall use, directly or indirectly, Seller’s Trademarks or any marks similar thereto, as part of Buyer’s or any of its Affiliates own trade names or in any other way that suggests that there is any relation or affiliation between Seller or any of Seller’s Affiliates and Buyer, or any of Buyer’s Affiliates, or as a trademark, service xxxx or trade name for any other business, product, or service. Buyer and its Affiliates shall have no rights to use Seller’s Trademarks except as expressly provided in Section 6.03(a) hereof and shall not claim any other rights therein. All rights not expressly granted in this Agreement or herein are reserved to Seller and Seller’s Affiliates. (d) Neither Buyer nor any of its Affiliates shall directly or indirectly, contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Seller’s rights or goodwill in Seller’s Trademarks (including attempting to register any of Seller’s Trademarks or any xxxx confusingly similar thereto). (e) All rights and goodwill arising from the use of Seller’s Trademarks shall inure solely to Seller’s benefit and Buyer agrees to assign to Seller and does hereby assign to Seller all rights that Buyer, the Acquired Companies or any other Affiliates of Buyer may acquire, if any, by operation of law or otherwise, in any of Seller’s Trademarks, along with the goodwill associated therewith. (f) Buyer will, effective at the Closing Date or as soon thereafter as reasonably practicable, cause an amendment to the Certificate of Incorporation of each Acquired Company to become effective changing the name of such entity to delete the Acquired Companies, name “TechTeam” to the extent applicable, to delete any references to such Acquired Company’s name contains the word “MeadWestvacoTechTeam.” (g) Buyer acknowledges and agrees that it would be difficult to measure the damages that might result from any actual or threatened breach by it of this Section 6.03 and that such actual or threatened breach by it may result in immediate, irreparable and continuing injury to Seller and that a remedy at law for any such actual or threatened breach may be inadequate. Accordingly, Buyer agrees that Seller, in its sole discretion and in addition to any other remedies it may have at law or in equity, shall be entitled to seek temporary, preliminary and permanent injunctive relief or other equitable relief, issued by a court of competent jurisdiction, in case of any such actual or threatened breach (without the necessity of actual injury being proved). (h) Buyer’s rights under the transitional license provided for in this Section 6.03 are personal and may not be sublicensed, assigned, encumbered, pledged or otherwise transferred.

Use of Seller’s Name. Purchaser agrees thatBuyer acknowledges that Seller has the absolute and exclusive proprietary right to all names, subject marks, trade names, trademarks and service marks incorporating “Varian”, “VEM” and those set forth on Schedule 5.9 in any form (the “Seller Trade Names”), and to all corporate symbols or logos incorporating the same in any form (together with the Seller Trade Names, the “Seller Marks”). Buyer shall not use, and Buyer shall cause its affiliates not to use, any Seller Marks or any confusingly similar marks in connection with the sale or distribution of any products or services, and if a Business Asset bears a Seller Xxxx, Buyer shall, prior to the terms use, sale or distribution of such Business Asset, delete such Seller Xxxx and clearly and prominently indicate that the Transition Agreements:Business Asset is no longer affiliated with Seller or any of its affiliates. (a) Notwithstanding the foregoing, for a period of three (3) months following the Closing, Seller hereby grants to Buyer a temporary, paid up, non-exclusive, nontransferable license to use Seller Marks already affixed to existing products of the Business manufactured before the Closing or manufactured by Buyer after the Closing and meeting the same quality standards met by Seller prior to the Closing; provided that Buyer identifies itself in a predominant fashion as the manufacturer of such product by using commercially reasonable efforts to obliterate the Seller Xxxx or otherwise clearly and prominently indicate that the product is not affiliated with Seller or any of its affiliates. Buyer hereby assigns, and agrees to assign, to Seller, any goodwill that accrues to Buyer through such use of the Seller Marks. (b) Notwithstanding the foregoing, within six three (3) months after the Closing Date, Purchaser Buyer shall remove “MeadWestvaco,” the MeadWestvaco logo and any other similar xxxx (the “all Seller Name”) and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property Marks from all buildings, signs and vehicles of the Business;, and all electronic databases, web sites, schematics, plans, manuals, drawings and other materials, printed or otherwise (except as expressly provided in sub-section (c) below), machinery, tooling, Inventory and the like. (bc) except for use of Notwithstanding the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6foregoing (but subject to sub-section (d) below), within six months after the Closing DateBuyer may use existing supplies of literature, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademarkproduct instructions, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all packaging, invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (i) within twelve months after the Closing Date, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of cards included with the Business Assets which refer to or otherwise include Seller Marks, until such supplies are expended; provided that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller such materials include a statement that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association is no longer affiliated with the manufacture Seller or any of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”);its affiliates. (d) At In no event shall Buyer or any of its affiliates use the Closing, Seller will grant to Purchaser a limited Marks for any purpose after the six (6) month anniversary of the Closing Date. (e) Buyer acknowledges and agrees that Seller is and shall remain the owner of the Seller Marks and all goodwill attached thereto. This Agreement does not give Buyer the right to use the Seller Name and associated Trademarks, designs and logos with regard Marks except as expressly provided in this Agreement. Buyer agrees not to attempt to register the Seller Marks nor to register anywhere in the world a xxxx same as or similar to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) Seller Marks. In no event shall Purchaser Buyer or any Affiliate affiliate of Purchaser Buyer advertise or hold itself out as Seller or an Affiliate affiliate of Seller at any time before, on or after the Closing Date; and (f) As soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvacoSeller.”

Use of Seller’s Name. Purchaser Buyer agrees that, subject to the terms of the Transition Agreements: (a) within as soon as practicable after the Final Closing Date but in no event later than six (6) months after the Final Closing Date, Purchaser Buyer shall remove “MeadWestvacoGlobal Crossing,” the MeadWestvaco Global Crossing logo and any other similar xxxx (the “Seller Name”) and any other Trademarktrademark, design or logo (collectively, the “Seller Marks”) previously or currently used by Seller or any of its Affiliates that is not part affiliates from (i) all buildings and signs of the Acquired Intellectual Property from all buildings, signs SBG and vehicles of the Business; (bii) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms forms, business cards and packaging materials; provided, however, that Buyer shall not be deemed to have violated this Section 6.5(a) by reason of: (x) the appearance of the Seller Marks in or on any third party’s publications, marketing materials, brochures, equipment or products that were distributed in the ordinary course of business cardsprior to the Final Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which Buyer has no control or (y) the use by Buyer of the Seller Marks in a non-trademark manner for purposes of conveying to customers or the general public that the name of SBG has changed or the change in ownership or historical origins of SBG or to otherwise transition SBG to Buyer; (cb) Purchaser will (i) within twelve months after the Closing Date, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence except as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or may otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assetsbe set forth herein, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser Buyer or any Affiliate affiliate of Purchaser Buyer advertise or hold itself out as Seller or an Affiliate affiliate of Seller at any time before, on or after the Final Closing Date; and (fc) As soon Seller hereby grants Buyer a limited, royalty free license to continue to use the Seller Marks as reasonably practicable after the Closing Date, but provided in no event later than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvacothis Section 6.5.”

Use of Seller’s Name. Purchaser agrees that, subject to the terms of the except as otherwise provided in any Transition AgreementsAgreement: (a) within six months sixty (60) days after the Closing Date, Purchaser shall remove and cease using “MeadWestvacoDxxx,” the MeadWestvaco Dxxx Xxxxxxx logo and any other substantially similar xxxx mxxx (individually and collectively, the “Seller Name”) and any other Trademark, design Trademark currently or logo previously or currently used within the last three (3) years by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles included in the Purchased Assets or assets of the BusinessAcquired Company; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months ninety (90) days after the Closing Date, Purchaser shall remove and cease using the Excluded IP Assets Intellectual Property and the Seller Name and any other Trademark, design Trademark currently or logo previously or currently used within the last three (3) years by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms forms, business cards and business cardsother written and electronic materials; (c) Purchaser will within twenty-four (24) months (with respect to the Dxxx Confetti Design packaging for the Aftermarket Business) and three (3) months (with respect to all other Excluded Intellectual Property), in each case, after the Closing Date (i) within twelve months after Purchaser shall remove and cease using the Closing Date, remove Excluded Intellectual Property (including without limitation the proprietary MeadWestvaco packaging Confetti Design Packaging) and the Seller Name from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to Purchaser shall remove within six months after the Closing Date and cease using the Seller Name, Name and any other Trademark, design Trademark currently or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property, Property from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) Inventory used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (fe) As soon as reasonably practicable after the Closing Date, but (subject only to local requirements of Law) in no event later than three months sixty (60) days following the Closing Date, Purchaser shall change the name names of the Acquired CompaniesCompany and shall change all filings, licenses, and other items with respect to the Acquired Company, to the extent applicable, to delete any references to “MeadWestvacoDxxx” and Trademarks in the Excluded Intellectual Property.”

Use of Seller’s Name. (a) Within ninety (90) Business Days after the Closing, Purchaser agrees that, subject to the terms of the Transition Agreementsshall: (ai) within six months after the Closing Date, Purchaser shall remove “MeadWestvaco,” the MeadWestvaco logo and any other similar xxxx (the “Seller Name”) and any other Trademarktrademark, design or logo previously or currently used by Seller that uses or incorporates the name “Xxxxx & Xxxxx” or any of its Affiliates that is not part of confusingly similar derivations thereof (together with the Acquired Intellectual Property name “Xxxxx & Xxxxx” and such derivations, the “Seller Marks”) from all buildings, signs and vehicles of Purchaser and each Acquired Company; and (ii) cease using the Business;Seller Marks in electronic databases, web sites, product instructions, packaging and other materials, printed or otherwise (all such materials, together with buildings, signs and vehicles, the “Marked Assets”). (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months Within twenty (20) Business Days after the Closing DateClosing, Purchaser shall (i) amend the charter or other governing documents to change the name of each of the Acquired Companies to omit any reference to the name “Xxxxx & Xxxxx” or any confusingly similar derivations thereof and (ii) cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property Marks in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards;. (c) Purchaser will (i) within twelve months From and after the Closing DateClosing, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will Purchaser shall use its best efforts to remove within six months the Seller Marks from all Assets of the Acquired Companies (including all Marked Assets); provided that in no event shall Purchaser use the Seller Marks after the ninetieth (90th) Business Day after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”);Date. (d) At Purchaser acknowledges and agrees that Seller or its Affiliates (excluding any Acquired Company) own the Closing, Seller will grant to Marks and all goodwill attached thereto. This Agreement does not give Purchaser a limited the right to use the Seller Name Marks except as expressly contemplated by, and associated Trademarksin accordance with, designs and logos with regard this Agreement. Purchaser agrees not to attempt to register the Seller Marks nor to register anywhere in the world a xxxx the same as or similar to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7;Seller Marks. (e) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller (or an Affiliate of Seller at any time before, on or otherwise associated with Seller) after the Closing Date; and. (f) As soon as reasonably practicable after the Closing DateFor purposes of this Section 6.4, but in no event later references to “Seller” shall mean Seller, together with its Subsidiaries (other than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies), to the extent applicable, to delete any and references to “MeadWestvacoPurchaser” shall mean Purchaser, together with its Subsidiaries (including, without limitation, the Acquired Companies).”

Use of Seller’s Name. Purchaser agrees thatNotwithstanding the provisions of Section 1.2(h), subject to the terms of the Transition Agreements: (a) within six months from and after the Closing Date, Purchaser Buyer shall remove “MeadWestvaco,” be permitted to use, in the MeadWestvaco logo and any other similar xxxx (the “Seller Name”) and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles operation of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (i) within twelve months after the Closing Dateexisting inventories of raw materials, remove work-in-process and finished goods that bear the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser name "Cincinnati Milacron" or any Affiliate of Purchaser advertise variation thereof or hold itself out as any trademark relating thereto, or any acronym or abbreviation thereof (collectively, the "Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (fNames") As soon as reasonably practicable after the Closing Datefor a reasonable period to exhaust such inventories, but in no event later longer than three six months following the Closing Transfer Date, Purchaser and (ii) existing stationery, packing, shipping, invoices, purchase orders and similar supplies which bear any of the Seller Names for the period necessary to exhaust such supplies, but in no event longer than six months following the Transfer Date; PROVIDED, HOWEVER, that in each case, Buyer shall use reasonable efforts (to the extent commercially feasible) to overprint, overstamp, apply an appropriate label or otherwise obliterate the Seller Names on such items or shall otherwise indicate that the Business has been sold to Buyer and is independent of Seller. Other than as specifically set forth above, neither the Buying Entities nor any of their Affiliates nor any of their respective successors or assigns shall at any time use the name "Cincinnati Milacron", or any variation thereof or combination that includes either such name (other than "Cincinnati" in connection with the Business provided such name is not used in a way which would be confusing to persons doing business with Buyer or Seller, or their respective Affiliates or their respective successors or assigns), or any trademarks (including applications and registrations therefor) relating thereto, or any acronym or abbreviation thereof. As soon as practicable following the Closing Date and in any event within 60 days following the Transfer Date, Buyer shall change (or shall cause to be changed) the name of the Acquired Companies, UK Subsidiary and Korean Subsidiary to the extent applicable, to delete any references to “MeadWestvacoeliminate " Milacron" from their names.”

Use of Seller’s Name. Purchaser agrees thatNotwithstanding the provisions of Section 1.2(h), subject to the terms of the Transition Agreements: (a) within six months from and after the Closing Date, Purchaser Buyer shall remove “MeadWestvaco,” be permitted to use, in the MeadWestvaco logo and any other similar xxxx (the “Seller Name”) and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles operation of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (i) within twelve months after the Closing Dateexisting inventories of raw materials, remove work-in process and finished goods that bear the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser name "Cincinnati Milacron" or any Affiliate of Purchaser advertise variation thereof or hold itself out as any trademark relating thereto, or any acronym or abbreviation thereof (collectively, the "Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (fNames") As soon as reasonably practicable after the Closing Datefor a reasonable period to exhaust such inventories, but in no event later longer than three six months following the Closing Transfer Date, Purchaser and (ii) existing stationery, packing, shipping, invoices, purchase orders and similar supplies which bear any of the Seller Names for the period necessary to exhaust such supplies, but in no event longer than six months following the Transfer Date; provided, however, that in each case, Buyer shall use reasonable efforts (to the extent commercially feasible) to overprint, overstamp, apply an appropriate label or otherwise obliterate the Seller Names on such items or shall otherwise indicate that the Business has been sold to Buyer and is independent of Seller. Other than as specifically set forth above, neither the Buying Entities nor any of their Affiliates nor any of their respective successors or assigns shall at any time use the name "Cincinnati Milacron", or any variation thereof or combination that includes either such name (other than "Cincinnati" in connection with the Business provided such name is not used in a way which would be confusing to persons doing business with Buyer or Seller, or their respective Affiliates or their respective successors or assigns), or any trademarks (including applications and registrations therefor) relating thereto, or any acronym or abbreviation thereof. As soon as practicable following the Closing Date and in any event within 60 days following the Transfer Date, Buyer shall change (or shall cause to be changed) the name of the Acquired Companies, UK Subsidiary and Korean Subsidiary to the extent applicable, to delete any references to “MeadWestvacoeliminate " Milacron" from their names.”

Use of Seller’s Name. Purchaser agrees that, subject to the terms of the Transition Agreements: (a) within six months after the Closing Date, Purchaser shall remove “MeadWestvaco,” the MeadWestvaco logo and any other similar xxxx (the “Seller Name”) and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (i) within twelve months after the Closing Date, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (f) As soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvaco.”

Use of Seller’s Name. Purchaser agrees and Seller agree that, subject to the terms and conditions of the Transition AgreementsIntellectual Property License Agreement: (a) within six months after the Closing Date, Purchaser shall remove “MeadWestvaco"Xxxx,” " the MeadWestvaco Xxxx xxxxxxx logo and any other similar xxxx (the “Seller Name”"SELLER NAME") and any other Trademark, design or logo previously or currently used owned by Seller or any of its Affiliates Subsidiaries that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used owned by Seller or any of its Affiliates Subsidiaries that is not part of the Acquired Intellectual Property in all invoices, purchase orders, packing slips, acknowledgment forms, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards;; provided that (i) Purchaser may continue to use the Seller Name in a neutral non-trademark manner to describe the history of the Business; and (ii) on the six-month anniversary of the Closing Date, Purchaser shall have a right to continue to use all such invoices, purchase orders, packing slips and acknowledgment forms that contain Excluded IP Assets, the Seller Name or any other Trademark, design or logo currently owned by Seller or its Subsidiaries for up to three additional one-month periods so long as Purchaser shall be using its reasonable best efforts to cease to use such invoices, purchase orders, packing slips and acknowledgment forms during each one-month period and so long as Purchaser shall provide Seller with written notice at least four Business Days prior to the termination of the applicable one-month period that it desires to extend such use for an additional one-month period. (c) Purchaser will (i) within twelve months on or prior to the 30-month anniversary of the Closing Date Purchaser shall cease to use the Confetti Design Packaging on the inventory of packaging materials of the Business; provided, however, that Purchaser shall have the right to use the Confetti Design Packaging until the third anniversary of the Closing Date for the inventory packaged in the Confetti Design Packaging bearing the "Xxxxxx" trademark; (ii) after the 30-month anniversary of the Closing Date, Purchaser shall remove the proprietary MeadWestvaco packaging Confetti Design Packaging from the inventory of packaging materials of the Business that is in existence as (other than the Confetti Design Packaging with the "Xxxxxx" trademark, which Purchaser shall have the right to use until the third anniversary of the Closing Date Date); (“Existing Inventory”d) and (i) within three months after the Closing Date, Purchaser shall cease to order any new packaging material that contains the Seller Name, any other "Xxxx" identity or the "People Finding a Better Way" phrase; (ii) will use its best efforts to remove within six months after the Closing Date Date, Purchaser shall cease to order new packaging containing the Seller Name, Confetti Design or any other Excluded IP Assets and any other Trademark, design or logo previously currently owned by Seller or any of its Subsidiaries that is not part of the Acquired Intellectual Property; (e) except as otherwise provided in Section 7.7(b), within the six months after the Closing, Purchaser shall remove the Seller Name and any other Trademark, design or logo currently used or owned by Seller that is not part of the Acquired Intellectual Property, Property from those assets of the Business that are not Existing Inventorypackaging materials, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Closing Date (such assets, “Other Marked Assets”"OTHER MARKED ASSETS"); (df) At at the Closing, Seller will grant grant, or cause its Subsidiaries to grant, Purchaser, for the term set forth in Schedule 7.7(f), a royalty-free, non-exclusive license to use the "Xxxxxx" brand name for aftermarket chassis products produced, manufactured and distributed for use in the United States and Canada; provided, however, that Purchaser a limited shall not obtain from Seller or its Subsidiaries the right to use the Seller Name and associated Trademarks"Xxxxxx" Web domain name xxx.xxxxxxxxxxxxx.xxx or "Xxxxxx" promotional materials, designs and logos with regard except that Purchaser shall be permitted to use the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part "Xxxxxx" Website during the term of the Excluded IP Assetslicense on the same basis as used by the Business as of the date hereof; (g) at the Closing, in accordance with Seller will grant, or cause its Subsidiaries to grant, Purchaser, for the terms and conditions term set forth in this Section 7.7Schedule 7.7(f), a royalty-free, non-exclusive license to use the "Perfect Circle" brand name for aftermarket chassis products produced, manufactured and distributed for use in the United States; provided, however, that Purchaser shall not obtain from Seller or its Subsidiaries the right to use Perfect Circle in any Web domain name or "Perfect Circle" promotional materials; (eh) In at the Closing, Seller will, or will cause its Subsidiaries to, grant, transfer and convey to Purchaser all of Seller's and its Subsidiaries' respective right, title and interest in, to and under the "Nakata" brand name, and immediately after Closing, Purchaser will grant to Seller and its Subsidiaries, for the term set forth in Schedule 7.7(f), a royalty-free, non-exclusive license to use the "Nakata" brand name for chassis products produced, manufactured and distributed for use in all countries (except for in the United States) where Sellers and its Subsidiaries currently distribute "Nakata"-branded chassis products; provided, however, that (i) Seller shall have the right to extend the royalty-free license for the duration of the distribution agreement described in the Schedule of Ancillary Agreements; and (ii) Seller shall not obtain from Purchaser the right to use the "Nakata" Web domain name; (i) in no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (fj) As as soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall file to change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvaco"Xxxx.”" Seller shall not, and shall cause its Subsidiaries and controlled Affiliates not to, disclose to any person the terms of the Transition Intellectual Property License Agreement.

Use of Seller’s Name. Purchaser agrees that, subject to the terms of the Transition Agreements: (a) within six months 90 days after the Closing Date, Purchaser shall remove “MeadWestvacoDxxx,” the MeadWestvaco Dxxx Xxxxxxx logo and any other similar xxxx mxxx (the “Seller Name”) and any other Trademark, trade dress, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Purchased Intellectual Property from all web sites, buildings, signs and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months 120 days after the Closing Date, Purchaser shall remove and cease using the Excluded IP Assets Intellectual Property and the Seller Name and any other Trademark, trade dress, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Purchased Intellectual Property in all invoices, letterhead, domain names and web sites, packaging, advertising and promotional materials, office forms forms, business cards and business cardsother written and electronic materials; (c) Purchaser will within 120 days after the Closing Date (i) within twelve months after Purchaser shall remove and cease using the Closing Date, remove the proprietary MeadWestvaco packaging Confetti Design Packaging from the inventory of packaging materials and marketing materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to Purchaser shall remove within six months after the Closing Date and cease using the Seller Name, Name and any other Trademark, trade dress, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Purchased Intellectual Property, Property from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (fe) As soon as reasonably practicable after the Closing Date, but in no event later than three months 90 days following the Closing Date, Purchaser shall change the name of the Acquired Companiesall filings, licenses, and other items, to the extent applicable, to delete any references to “MeadWestvacoDxxx” and the Excluded Intellectual Property.”

Use of Seller’s Name. Purchaser agrees that, subject to the terms Some of the Transition Agreements: packaging materials, sales literature and inventory described in Section 1.01(a) and those to be acquired by Parker-Europe under the German Stock Agreement have been imprinted wxxx Xxller's name and logo which are exclusively Seller's intellectual property not sold to Buyer under this Agreement. Seller hereby grants to Buyer, for a period commencing on the Closing Date and expiring on the six-month anniversary of the Closing Date, a non-transferable, non-renewable, non-assignable, non-exclusive, royalty-free right and license to use and reproduce the "MTS" trade mark (athe "MTS Mark") within six months in a derivative form that clearly identifies txx xource of thx Xxoduct as being other than from Seller (a "Derivative Mark") solely in connection with the Business and, after the consummxxxxn of the transactions contemplated by the German Stock Agreement, in connection with the business being sold under the German Stock Agreement. Prior to any use of any such Derivative Mark, Buyer shall provide Seller with an example of the proposed use xxx MTS Mark and shall obtain Seller's prior written consent to use the propxxxx Derivative Mark. Seller shall have sole discretion in how the MTS Mark is used xxx the appearance of the MTS Mark as it relates to a pxxxxcular Derivative Mark and such use by Bxxxx shall at all times conform to Seller's poxxxxes on proper trademark usage. Buyer shall properly identify the MTS Mark as a registered trademark of Seller. Buyer shall also be given x xxasonable period of time, not to exceed one (1) year after the Closing Date, Purchaser in which to sell inventory including such MTS Marks in their current form and to use up current labels, containers and promotional materials bearing such MTS Mark. Buyer has no ownership right of any kind to the MTS Mark and sxxxx not have the right to subject the MTS mark to any encxxxxance, pledge or lien. Buyer shall remove “MeadWestvaco,” the MeadWestvaco logo indemnify and hxxx harmless Seller from and against any other similar xxxx (the “Seller Name”and all claims, losses, costs or liabilities, asserted against, resulting to, imposed upon, or incurred or suffered by Seller, directly or indirectly, as a result of or arising from a breach by Buyer of this Section 6.03(d) and any other Trademark, design or logo previously or currently used from usage by Seller or any of its Affiliates that is not part Buyer of the Acquired Intellectual Property from all buildings, signs and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is MTS Mark not part of the Acquired Intellectual Property in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (i) within twelve months after the Closing Date, remove the proprietary MeadWestvaco packaging from the inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and (ii) will use its best efforts to remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller that is not part of the Acquired Intellectual Property, from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Date (such assets, “Other Marked Assets”); (d) At the Closing, Seller will grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7; (e) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (f) As soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvacoSeller's written approval.”

Use of Seller’s Name. Purchaser agrees and Seller agree that, subject to the terms and conditions of the Transition AgreementsIntellectual Property License Agreement: (a) within six months after the Closing Date, Purchaser shall remove “MeadWestvaco"Dana,” " the MeadWestvaco Dana diamond logo and any other similar xxxx mark (the “Seller Name”"SELLER NAME") and any other xxx xxx xxxer Trademark, design or logo previously or currently used xxxrently owned by Seller or any of its Affiliates Subsidiaries that is not part of the Acquired Intellectual Property from all buildings, signs and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used owned by Seller or any of its Affiliates Subsidiaries that is not part of the Acquired Intellectual Property in all invoices, purchase orders, packing slips, acknowledgment forms, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards;; provided that (i) Purchaser may continue to use the Seller Name in a neutral non-trademark manner to describe the history of the Business; and (ii) on the six-month anniversary of the Closing Date, Purchaser shall have a right to continue to use all such invoices, purchase orders, packing slips and acknowledgment forms that contain Excluded IP Assets, the Seller Name or any other Trademark, design or logo currently owned by Seller or its Subsidiaries for up to three additional one-month periods so long as Purchaser shall be using its reasonable best efforts to cease to use such invoices, purchase orders, packing slips and acknowledgment forms during each one-month period and so long as Purchaser shall provide Seller with written notice at least four Business Days prior to the termination of the applicable one-month period that it desires to extend such use for an additional one-month period. (c) Purchaser will (i) within twelve months on or prior to the 30-month anniversary of the Closing Date Purchaser shall cease to use the Confetti Design Packaging on the inventory of packaging materials of the Business; provided, however, that Purchaser shall have the right to use the Confetti Design Packaging until the third anniversary of the Closing Date for the inventory packaged in the Confetti Design Packaging bearing the "Spicer" trademark; (ii) after the Closing 30-month anniversary of the Clxxxxx Date, Purchaser shall remove the proprietary MeadWestvaco packaging Confetti Design Packaging from the inventory of packaging materials of the Business that is in existence as (other than the Confetti Design Packaging with the "Spicer" trademark, which Purchaser shall have the right to use uxxxx xhe third anniversary of the Closing Date Date); (“Existing Inventory”d) and (i) within three months after the Closing Date, Purchaser shall cease to order any new packaging material that contains the Seller Name, any other "Dana" identity or the "People Finding a Better Way" phrase; (ii) will use its best efforts to remove within xxxhin six months after the Closing Date Date, Purchaser shall cease to order new packaging containing the Seller Name, Confetti Design or any other Excluded IP Assets and any other Trademark, design or logo previously currently owned by Seller or any of its Subsidiaries that is not part of the Acquired Intellectual Property; (e) except as otherwise provided in Section 7.7(b), within the six months after the Closing, Purchaser shall remove the Seller Name and any other Trademark, design or logo currently used or owned by Seller that is not part of the Acquired Intellectual Property, Property from those assets of the Business that are not Existing Inventorypackaging materials, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Closing Date (such assets, “Other Marked Assets”"OTHER MARKED ASSETS"); (df) At at the Closing, Seller will grant grant, or cause its Subsidiaries to grant, Purchaser, for the term set forth in Schedule 7.7(f), a royalty-free, non-exclusive license to use the "Spicer" brand name for aftermarket chassis products produced, maxxxxxxured and distributed for use in the United States and Canada; provided, however, that Purchaser a limited shall not obtain from Seller or its Subsidiaries the right to use the Seller Name and associated Trademarks"Spicer" Web domain name www.spicerchassis.com or "Spicer" promotional materials, designs and logos with regard except xxxx Xxxxxxxxx xxxxx be pexxxxxxd to use the Existing Inventory and Other Marked Assets, and any other Trademarks forming a part "Spicer" Website during the term of the Excluded IP Assetslicense on the same basis xx xxed by the Business as of the date hereof; (g) at the Closing, in accordance with Seller will grant, or cause its Subsidiaries to grant, Purchaser, for the terms and conditions term set forth in this Section 7.7Schedule 7.7(f), a royalty-free, non-exclusive license to use the "Perfect Circle" brand name for aftermarket chassis products produced, manufactured and distributed for use in the United States; provided, however, that Purchaser shall not obtain from Seller or its Subsidiaries the right to use Perfect Circle in any Web domain name or "Perfect Circle" promotional materials; (eh) In at the Closing, Seller will, or will cause its Subsidiaries to, grant, transfer and convey to Purchaser all of Seller's and its Subsidiaries' respective right, title and interest in, to and under the "Nakata" brand name, and immediately after Closing, Pur- chaser will grant to Seller and its Subsidiaries, for the term set forth in Schedule 7.7(f), a royalty-free, non-exclusive license to use the "Nakata" brand name for chassis products produced, manufactured and distributed for use in all countries (except for in the United States) where Sellers and its Subsidiaries currently distribute "Nakata"-branded chassis products; provided, however, that (i) Seller shall have the right to extend the royalty-free license for the duration of the distribution agreement described in the Schedule of Ancillary Agreements; and (ii) Seller shall not obtain from Purchaser the right to use the "Nakata" Web domain name; (i) in no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (fj) As as soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall file to change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvaco"Dana.”" Seller shall not, and shall cause its Subsidiaries and controlxxx Affiliates not to, disclose to any person the terms of the Transition Intellectual Property License Agreement.

Use of Seller’s Name. Purchaser agrees that, subject to the terms of the Transition AgreementsAdditional Documents: (a) within six months after the Closing Date, Purchaser shall remove “MeadWestvaco,” the MeadWestvaco logo logo, the WVCX railcar mxxx and any other similar xxxx mxxx (the “Seller Name”) and any other Trademark, design or logo previously or currently used by Seller Sellers or any of its their Affiliates that is not part of the Acquired Intellectual Property an Excluded IP Asset (including Sellers’ mxxx on railcars) from all buildings, signs signs, railcars and vehicles of the Business; (b) except for use of the MeadWare name in the presently existing MeadWare product line for one year, as set forth in Schedule 6.14(6), within six months after the Closing Date, Purchaser shall Business and cease using the Excluded IP Assets and the Seller Name and any other Trademark, design or logo previously or currently used by Seller or any of its Affiliates that is not part of the Acquired Intellectual Property such Excluded IP Assets in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards; (c) Purchaser will (ib) within twelve months after the Closing Date, Purchaser will (i) remove the proprietary MeadWestvaco packaging from the inventory Inventory of packaging materials of the Business that is in existence as of the Closing Date (“Existing Inventory”) and Business, (ii) will use its best efforts to discontinue manufacturing and selling products of the Business utilizing the foregoing packaging or that have Excluded Assets embedded therein or imprinted thereon, and (iii) remove within six months after the Closing Date the Seller Name, and any other Trademark, design or logo previously or currently used by Seller Sellers that is not part of the Acquired Intellectual Property, an Excluded IP Asset from those assets of the Business that are not Existing Inventory, including those assets (such as, but not limited to, tools, molds and machines) used in association with the manufacture of the products of the Business or otherwise reasonably used in the conduct of the Business after the closing Closing Date (such assets, “Other Marked Assets”); (dc) At the Closing, Seller will Sellers hereby grant to Purchaser a limited right to use the Seller Name and associated Trademarks, designs and logos with regard to the Existing Inventory and Other Marked Assets, and any other Trademarks or copyrights forming a part of the Excluded IP Assets, in accordance with the terms and conditions set forth in this Section 7.7;11.7; and (ed) In no event shall Purchaser or any Affiliate of Purchaser advertise or hold itself out as Seller or an Affiliate of Seller at any time before, on or after the Closing Date; and (f) As soon as reasonably practicable after the Closing Date, but in no event later than three months following the Closing Date, Purchaser shall change the name of the Acquired Companies, to the extent applicable, to delete any references to “MeadWestvaco.”