Examples of Seller Retained Marks in a sentence
Additionally, nothing contained in this Agreement shall prohibit the sale and distribution in the ordinary course of business of any inventory or work in process as of the relevant Effective Time that contains any Seller Retained Marks, and such sale and distribution is specifically permitted hereby.
The corporation shall be authorized to transact all legal business of any nature.
Notwithstanding anything to the contrary set forth in this Section 5.9 or otherwise, Seller hereby acknowledges and agrees that Purchaser and any of its Affiliates shall have the right to use the Seller Retained Marks for factual historical purposes or where such use constitutes fair use.
Purchaser shall not, and shall not permit any Affiliate to, use any of the Seller Retained Marks and shall, promptly following the Closing, remove any such Seller Retained Marks from the Purchased Assets.
Following the Closing, none of Buyer, its Affiliates, or any of the Purchased Subsidiaries shall contest the validity or ownership of any of the Seller Retained Marks or adopt or employ any Seller Retained Xxxx (or any variation or derivative thereof) or any other xxxx that is confusingly similar thereto.
Notwithstanding anything to the contrary in this Section 5.9(b) or otherwise, but subject to the second and third sentence of this Section 5.9(b), nothing in this Section 5.9(b) shall require Purchaser or any Conveyed Company to remove the Seller Retained Marks from any equipment or machinery used in the Business, including any undersea equipment or telecommunications systems installed prior to the Closing or during the term of the license provided under this Section 5.9(b).
Purchaser acknowledges and agrees that no right or grant is provided for herein for Purchaser, any Conveyed Company or any of their Affiliates to (a) use the Seller Retained Marks alone or in combination with any other xxxx, name or term or (b) grant sublicenses to the Seller Retained Marks for any purpose whatsoever.
In no event shall Purchaser be permitted to use the Seller Retained Marks (x) to exhaust any inventory of the Business after the date that is eighteen (18) months immediately after the Closing Date or (y) on any of the Ships (or contained within the names of legal entities that own such Ships) owned by the Conveyed Companies after the date that is twelve (12) months after the Closing Date.
All goodwill associated with the use by Buyer and the Purchased Subsidiaries of the Seller Retained Marks shall inure to the sole and exclusive benefit of Seller or its Affiliates, as applicable.
For the avoidance of doubt, no inspection or Seller approval is necessary with respect to any product, material, designation, document or other media bearing the Specific Seller Retained Marks which existed, or is substantially similar to any such item which existed, prior to the Closing.