Examples of Transferred Names in a sentence
Promptly following the Closing, PBCC shall cause the Seller and each of its Affiliates to take any and all action necessary to effectuate a change of the name of the Seller and each of its Affiliates to eliminate any reference to any Transferred Names and Marks.
No member of the Seller Group shall contest the ownership or validity of any rights of Buyer or any of its Subsidiaries in or to the Transferred Names and Marks.
Any use by the Parent and the Parent Subsidiaries of the Transferred Names under Section 8.04(d) shall be in accordance with: (i) the terms of this Section 8.04; (ii) the applicable Quality Specifications; and (iii) all applicable Laws.
After the Closing Date, to the extent that Parent or any Parent Subsidiary (other than any Transferred Group Member) acquires any right, title or interest in and to the Transferred Names, Parent and the Parent Subsidiaries shall, and do hereby, assign, and if applicable, shall cause its or their Affiliates to assign, to Purchaser all of such right, title and interest in and to such Transferred Names.
The Buyer hereby grants to the Company and its Affiliates, effective as of the Closing Date, a royalty-free, fully paid-up, non-exclusive, non-sublicensable, non-assignable, limited right and license to use the Transferred Names solely for the above time periods and purposes and in a manner consistent with its ordinary course and transitional “phase out” use.
The Company shall indemnify, defend and hold SpinCo and the members of the SpinCo Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Company Group of the Transferred Names pursuant to this Section 4.2.
On or promptly after the Closing Date, Seller shall use its commercially reasonable efforts to change the Transferred Names by filings with the applicable Secretary of State as reasonably requested by Buyer to give Buyer the same rights as Seller had to the Transferred Names immediately prior to the Closing.
Upon expiration or termination of the rights granted to the Company pursuant to this Section 4.2, the Company hereby assigns, and shall cause the other members of the Company Group to assign, to the Company their respective rights (if any) to any Trademarks forming a part of the Transferred Names.
Any goodwill arising from the use of the Transferred Names and Marks by any member of the Seller Group shall inure to the benefit of Buyer.
In no event shall Parent or any of the Parent Subsidiaries use any Transferred Names after the Closing in any manner, in any geographic location or for any purpose different from the use of such Transferred Names by the Retained Businesses during the 12-month period preceding the Closing Date.