Seller Names and Marks definition

Seller Names and Marks means any and all (a) Trademarks of Seller or any of its Affiliates, including the names, marks and logos set forth on Section 7.02 of the Seller Disclosure Schedule, and (b) Trademarks derived from, confusingly similar to or including any of the foregoing.

Seller Names and Marks has the meaning set forth in Section 4.10(a).

Seller Names and Marks shall have the meaning set forth in Section 8.05(a).

Examples of Seller Names and Marks in a sentence

• The rights of the Acquired Companies to the Seller Names and Marks pursuant to the terms of any existing trademark agreements shall terminate on the Closing Date.

• All goodwill associated with the use by Buyer and its Affiliates (including, as of the Closing, the Acquired Entities) of the Seller Names and Marks shall inure to the sole and exclusive benefit of Seller or its Affiliates, as applicable.

• Buyer shall take all necessary action to ensure that other users of the Seller Names and Marks, whose rights terminate upon the Closing pursuant to this Section 8.05, shall cease use of the Seller Names and Marks, except as expressly authorized thereafter by Seller.

• Acquiror will use Commercially Reasonable Efforts to transition from use of the Seller Names and Marks as soon as reasonably practicable and in any event prior to expiration of the Transition Period.

• Following the Closing, Buyer shall, and shall cause its controlled Affiliates to, cease and discontinue any and all uses of the Seller Names and Marks and remove all Seller Names and Marks from the Transferred Assets and any other materials of Buyer or any of its controlled Affiliates.

More Definitions of Seller Names and Marks

Seller Names and Marks has the meaning set forth in Section 7.9.

Seller Names and Marks means (i) the name of each of Seller and its Affiliates as of the Closing Date that contains “Yelp”; (ii) any Marks owned by Seller and its Affiliates (other than the Company) that are similar to, or are otherwise variations or derivatives of, any of the foregoing (including any translations, abbreviations, adaptations and combinations thereof); and

Seller Names and Marks means, except for the Transferred Trademarks, any and all (i) Trademarks of Seller or any of its Affiliates, including those set forth on Schedule 8.1 and (ii) any Trademarks derived from, confusingly similar to or including any of the foregoing.

Seller Names and Marks means all names, together with all variations, transliterations and acronyms thereof and all trade names, trademarks (including, for the avoidance of doubt, the Raybestos Marks), service marks, brands, logos, emblems, identifying symbols, and Internet domain names related thereto or containing, incorporating, associated with, or comprising any of the foregoing, including any transliterations thereof, in each case that are owned by Seller and its Affiliates, other than the Business Intellectual Property of Seller or the Selling Affiliates, including that which is set forth on Schedule 1.1(g).

Seller Names and Marks means the names Rosetta Stone and Fit Brains, and the marks RS, RWORLD, TOTALE, DYNAMIC IMMERSION and XXXXXXXX XXXXX LEARNING CENTER, LANGUAGE LEARNING SUCCESS, BLUE STON Design, together with all variations and acronyms thereof and all trade names, trademarks, service marks, brands, logos, emblems, identifying symbols, and Internet domain names related thereto or containing, incorporating, associated with, or comprising any of the foregoing, including any transliterations thereof or any name or xxxx confusingly similar thereto.

Seller Names and Marks means the names or marks of Seller or any of its Affiliates set forth on Exhibit 2 either alone or in combination with other words and all marks, trade dress, logos, monograms, domain names and other source identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words.

Seller Names and Marks means the names and marks “P&G” and “Procter and Gxxxxx” (in any style or design), and any Trademark derived from, confusingly similar to or including any of the foregoing. Subject to the terms and conditions of this Section 4.10, Seller, on behalf of itself and its Affiliates as necessary, hereby grants to Acquiror a limited, non-transferable, non-sublicensable, non-exclusive, royalty-free license, for the six-month period following the Closing Date (the “Transition Period”), to use the Seller Names and Marks in connection with the Rochas Business in the manner set forth in Section 4.10(d). Acquiror will use Commercially Reasonable Efforts to transition from use of the Seller Names and Marks as soon as reasonably practicable and in any event prior to expiration of the Transition Period. Except as expressly provided in this Section 4.10, Seller reserves for itself and its Affiliates all rights in the Seller Names and Marks, and no other rights therein are granted to any, member of the Acquiror Group or any of their respective Affiliates, whether by implication, estoppel or otherwise. All use of the Seller Names and Marks by the Acquiror Group will inure to the benefit of Seller and its Affiliates.