Transition Trademarks definition

Transition Trademarks means all trademarks, logos, graphics, and trade dress of Seller used by Company prior to the Closing Date in connection with the marketing, sale, promotion and packaging of the Transition Products, other than those which are transferred to Company. Buyer shall indemnify and hold harmless Seller against any Loss arising out of any warranty or product liability claims asserted against Seller with respect to Transition Products sold by Company or Buyer after the Closing Date resulting from Buyers or Company's use of the Transition Marks, except to the extent that such claim arises from a breach by Seller or Company of any representation or warranty hereunder. The indemnity provided in this Section 5.2 shall be subject to Sections 10.3 and 10.4 of this Agreement but not the other provisions of Article X."
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Transition Trademarks means all trademarks, logos, graphics and trade dress used by the Seller prior to the Effective Time, other than the Business Marks, in connection with the marketing and promotion of the Business, including the trademarks, logos, graphics and trade dress included in Schedule 6.13(a).
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Examples of Transition Trademarks in a sentence

  • Any goodwill associated with the use of such Seller Transition Trademarks shall accrue to the sole benefit of Seller; provided that, notwithstanding the foregoing, any goodwill associated with the use of the “checkmark” design which forms part of any Composite Trademark shall accrue to the sole benefit of Purchaser.

  • In connection with the re-branding contemplated herein, the Parties acknowledge and agree that the trademark usage guidelines reasonably prescribed pursuant to Section 2.3 shall not apply with respect to any such new Trademarks including when used in combination with the Seller Transition Trademarks (although such usage guidelines shall continue to apply to the Seller Transition Trademarks themselves).

  • For the avoidance of doubt, this Agreement shall supersede any agreement or undertaking under which any Company (including VeriSign Japan) had or has the right to use any of Seller’s trademarks (including the Seller Transition Trademarks) prior to the Closing Date.

  • It is understood between the parties that during the Transition Period, Buyer may (i) use the Transition Trademarks and Tradenames with the Buyer's trademarks and tradenames and (ii) make factual statements regarding the business which include use of the Transition Trademarks and Tradenames, e.g., "formerly known as Xxxxx Fargo Alarm Services".

  • Such suspension shall continue until Purchaser ceases to be in breach, and Seller shall make no use of the Seller Transition Trademarks during such period.

  • At Seller’s reasonable request, for the purposes of verifying compliance with this Section 2.3, Purchaser and its Affiliates shall provide samples of their and the Authorized Sublicensees’ usage of Seller Transition Trademarks on their goods and services.

  • If the license in Section 2.1(a) becomes perpetual and irrevocable as contemplated in Section 7.3(b)(ii), Seller shall have the right to suspend Purchaser’s license of the Seller Transition Trademarks in the event of a material breach of this Agreement that is not cured within sixty (60) days after Seller has provided written notice thereof to Purchaser.

  • Upon expiration of the Transition Period, any and all use of the Transition Trademarks and Tradenames by Buyer, any Company or any Subsidiary shall cease.

Related to Transition Trademarks

  • Licensed Trademarks means the trademarks, service marks, trade dress, logos and other icons or indicia designated by SCEA in the SourceBook 2 or other Guidelines for use on or in connection with Licensed Products. Nothing contained in this Agreement shall in any way grant Publisher the right to use the trademark "Sony" in any manner. SCEA may amend such Licensed Trademarks from time to time in the SourceBook 2 or other Guidelines or upon written notice to Publisher.

  • Licensed Marks means the Localized Game Marks and such other trademarks expressly authorized in writing by Shengqu to be used by the Licensees.

  • Transferred Trademarks means all registered and common law Trademarks of Seller in any jurisdiction in the world, including the Product names and the Trademarks listed on Schedule 1.1(eeee).

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Licensed Trademark means those Trademarks set forth on Exhibit A attached hereto and such other Trademarks as may be designated by NovaDel in writing from time to time, and any registrations of the foregoing and pending applications relating thereto.

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • Product Trademarks means the Trademark(s) to be used by AbbVie or its Affiliates or its or their respective Sublicensees for the Development or Commercialization of Licensed Products in the Territory and any registrations thereof or any pending applications relating thereto in the Territory (excluding, in any event, any trademarks, service marks, names or logos that include any corporate name or logo of the Parties or their Affiliates).

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Business Software means with respect to a Licensor, all Software to the extent Controlled by such Licensor or any of its Affiliates as of the Effective Date, which Software is reasonably required as of the Effective Date for the conduct of (i) the Agriculture Business if the Licensee is AgCo, including as listed on section (i) of Schedule Q, or (ii) the Materials Science Business if the Licensee is MatCo, including as listed on section (ii) of Schedule Q, in each case (in respect of the foregoing (i) and (ii)), only if and to the extent such Licensee and its Affiliates have not been granted a license or other rights to use such Software under the Separation Agreement or any other Ancillary Agreement. Notwithstanding the foregoing, Business Software expressly excludes any and all Excluded IP.

  • Licensed Intellectual Property Rights means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Licensed IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

  • Licensed Materials means any materials that Executive utilizes for the benefit of the Company (or any Subsidiary thereof), or delivers to the Company or the Company’s Customers, which (a) do not constitute Work Product, (b) are created by Executive or of which Executive is otherwise in lawful possession and (c) Executive may lawfully utilize for the benefit of, or distribute to, the Company or the Company’s Customers.

  • Business IP means all (i) Intellectual Property used in, held for use in, or necessary for the operation of the Company Group’s business as currently conducted and (ii) Company Intellectual Property.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or to which the Company otherwise has a right to use.

  • Product Trademark means (a) any trademark or trade name, whether or not registered, or any trademark application, renewal, extension or modification thereto, in the Territory, or any trade dress and packaging, that is applied to or used with Products by Xxxxxx and (b) all goodwill associated therewith, and any promotional materials relating thereto.

  • Licensed Material means the artistic or literary work, database, or other material to which the Licensor applied this Public License.

  • Product Marks has the meaning set forth in Section 9.5.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Trademarks means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Software License Agreement means the particular Software License Agreement to which these Terms and Conditions are attached and incorporated into by reference.

  • Named User License means the Metric and Licensed Level applicable to each Named User.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.