Seller Name and Marks definition
Examples of Seller Name and Marks in a sentence
Notwithstanding anything to the contrary contained herein, Buyer may perpetually maintain books and records containing the Seller Name and Marks for archival and compliance purposes.
The Parties acknowledge that this Agreement is intended to provide Buyer with a wind down period with respect to the Group Companies’ use of the Seller Name and Marks.
Buyer acknowledges and agrees that Licensor or its Affiliates own all right, title and interest in and to the Seller Name and Marks, including all Intellectual Property embodied in the Seller Name and Marks.
Buyer shall give Licensor notice promptly of any known infringement or dilution of the Seller Name and Marks of which it becomes aware.
As between Licensor or its Affiliates, on the one hand, and Buyer, on the other hand, any and all goodwill (or increased goodwill) associated with the Seller Name and Marks shall inure solely to the benefit of Licensor and its Affiliates.
Accordingly, upon termination or expiration of this Agreement, Buyer (and its Affiliates and the Group Companies) shall immediately cease all use of the Seller Name and Marks.
Buyer’s rights and obligations with respect to its limited transitional use of the Seller Name and Marks after Closing shall be as set forth in the Trademark License Agreement.
Buyer shall take all necessary action to ensure that its Affiliates comply with this Section 8.05, and shall use commercially reasonable efforts to enforce its rights under the TPA Agreement with respect to the TPA’s use of Seller Name and Marks, including upon the termination of the TPA Agreement.
Buyer agrees to furnish Licensor, at Licensor’s prior written request, representative samples showing all uses of the Seller Name and Marks by Buyer and its Affiliates.
Buyer shall take all necessary action to ensure that other users of the Seller Name and Marks, whose rights terminate upon the Closing pursuant to this Section 8.3, shall cease use of the Seller Name and Marks, except as expressly authorized thereafter by Seller.