Spinco Party definition
Examples of Spinco Party in a sentence
Except as otherwise permitted hereunder, (i) each Spinco Party presently has no intention of selling directly any part of its interest in the Arena and (ii) except for the securities described on Schedule 1 hereto, there are no options, warrants, put or call rights or any other rights of acquisition or conversion that would entitle any person or entity to acquire any direct or indirect interest, whether equity or otherwise, in any Spinco Party.
Each Spinco Party will not be deemed to have breached the territorial restriction in Section 1.1(b) if persons outside the United States access any Internet websites operated under the Licensed Domains, provided that such websites are controlled by such Spinco Party and are directed at U.S. customers.
Each Spinco Party may adopt and use as Trademarks any variations of the Licensed Marks on Part I of Exhibit A, if such Trademarks use “▇▇▇▇▇▇” immediately adjacent to the word “Mortgage,” “Reinsurance,” “Investment,” “Finance,” or any other word that reasonably conveys to consumers any services included in the Licensed Business.
Each Spinco Party will use the Licensed Marks solely (i) in accordance with good trademark practice; and (ii) in connection with products, services, content and materials maintaining quality levels at least as high as those of Walter’s past practice and that reflect favorably on ▇▇▇▇▇▇.
Each Spinco Party agrees that, as between the ▇▇▇▇▇▇ Parties and Spinco Parties, the ▇▇▇▇▇▇ Parties are the sole and exclusive owners of the Licensed Marks and all intellectual property rights therein.
Each Spinco Party will not take any action that could reasonably be expected to harm the Licensed Marks or their associated goodwill.
Each Spinco Party agrees not to question or contest the validity of, or the ▇▇▇▇▇▇ Parties’ rights in the Licensed Marks and the associated goodwill.
Each Spinco Party may adopt and use reasonable variations of the Licensed Marks on Part II of Exhibit A in its discretion, subject to Section 1.3. Spinco will give ▇▇▇▇▇▇ prompt notice of any such new Trademark, which will be included in the definition of “Licensed Marks” for all purposes hereunder.
Each Spinco Party may sublicense the Licensed Marks to agents, distributors and other persons in connection with such Spinco Party’s operation of its own business, but not for the separate or unrelated use of any other person.
Each Spinco Party shall, upon the reasonable request and expense of ▇▇▇▇▇▇, take further actions and execute additional documents to establish and perfect the above rights.