Common use of Corporate Name Clause in Contracts

Corporate Name. The Buyer acknowledges that, after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names, service marks and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the “Names”), including all trade names incorporating “Charter” by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 180 days following the Closing, the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and (iii) use of any printed billing statements that bear a Name. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, after the Closing Date the Buyer shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents. From and after the expiration of such 180-day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries or any of their Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the collectively “Names”), including all trade names ) incorporating “CharterEMS” by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMS” in or on any of its literature, sales materials or products or otherwise in connection with the Closingsale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating “EMS” (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and (iii) use of exhausted, but in any printed billing statements that bear a Nameevent for not longer than 30 days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-30 day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall and their Affiliates have the absolute and exclusive proprietary right to all names, marks, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the “collectively "Names”), including all trade names ") incorporating “Charter” "Ceridian" by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates to, use any name, phrase or logo incorporating "Ceridian" in or on any of its literature, sales materials or products or otherwise in connection with the Closingsale of any products or services; provided, however, that Buyer will not be obligated to remove any such name, phrase or logo from any tools, dies or other machinery included in the Buyer Assets and may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the inventories of the CD Int Business on the Closing Date and that bear a Name (as limited by any existing agreements the Seller may have with third parties) name, phrase or logo incorporating "Ceridian" until the supplies thereof existing on the Closing Date have been exhausted and exhausted, but in any event for not longer than ninety (iii90) use of any printed billing statements that bear a Namedays from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx such maxx xuch documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-ninety (90) day period, the Buyer shall cease to use any such literature and sales materials, ; delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the inventories of the CD Int Business that bears such name, phrase or logo logo; and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of Within 30 days after the Closing Date Date, Buyer shall delete all references to converters the Names with respect to the CD Int Business on signs on or other items near buildings or offices in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticablewhich the CD Int Business is conducted.

Corporate Name. The Buyer acknowledges that, from and -------------- after the Closing Date, the Seller and its Affiliates shall have the absolute and exclusive proprietary right to all names, marks, logos, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the “collectively "Names”), including all trade names ") incorporating “Charter” "Solutia" by itself or in ----- combination with any other NameName or that are not used exclusively in the Business, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates to, use any name, phrase or logo incorporating "Solutia" in or on any of its literature, sales materials or products or otherwise in connection with the Closingsale of any products or services; provided, -------- however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales ------- materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating "Solutia" (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and exhausted, but in any event for not longer than ninety (iii90) use of any printed billing statements that bear a Namedays from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-ninety (90) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the collectively “Names”) incorporating “Flowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), including all trade names incorporating “Charter” by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates to, use any name, phrase or logo incorporating “Flowserve” or any of the Closingother trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and exhausted, but in any event for not longer than sixty (iii60) use of any printed billing statements that bear a Namedays from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-sixty (60) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller and its Affiliates shall have the absolute and exclusive proprietary right to all names, marks, logos, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the collectively “Names”), including all trade names ) incorporating “CharterSolutia” by itself or in combination with any other NameName or that are not used exclusively in the Business, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates to, use any name, phrase or logo incorporating “Solutia” in or on any of its literature, sales materials or products or otherwise in connection with the Closingsale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating “Solutia” (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and exhausted, but in any event for not longer than ninety (iii90) use of any printed billing statements that bear a Namedays from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx mark such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-ninety (90) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller and its Affiliates shall have the absolute and exclusive proprietary right to all names, marks, logos, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the collectively “Names”), including all trade names ) incorporating “CharterSolutia” by itself or in combination with any other NameName or that are not used exclusively in the Business, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates to, use any name, phrase or logo incorporating “Solutia” in or on any of its literature, sales materials or products or otherwise in connection with the Closingsale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating “Solutia” (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and exhausted, but in any event for not longer than ninety (iii90) use of any printed billing statements that bear a Namedays from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-ninety (90) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the collectively “Names”) incorporating “Flowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), including all trade names incorporating “Charter” by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates to, use any name, phrase or logo incorporating “Flowserve” or any of the Closingother trademarks, trade names or service marks listed on Schedule 2(b)(iii) in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating “Flowserve” or any of the other trademarks, trade names or service marks listed on Schedule 2(b)(iii) (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and exhausted, but in any event for not longer than sixty (iii60) use of any printed billing statements that bear a Namedays from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-sixty (60) day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.Flowserve GSG Asset Purchase Agreement

Corporate Name. The Buyer acknowledges that, from and after the Closing Date, the Seller shall have the absolute and exclusive proprietary right to all names, marks, trade names, service marks names and trademarks owned by the Seller or any Affiliate and used by the Business (collectively, the collectively “Names”), including all trade names ) incorporating “CharterEMS” by itself or in combination with any other Name, and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding The Buyer agrees that from and after the foregoingClosing Date it will not, for a period nor will it permit any of 180 days following its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMS” in or on any of its literature, sales materials or products or otherwise in connection with the Closingsale of any products or services; provided, however, that the Buyer may continue to operate the Systems using the Names, including (i) use of any Name affixed to vehicles, signage or other equipment included in the Transferred Assets, (ii) use of any printed literature, sales materials, purchase orders and sales, maintenance or license agreements agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a Name name, phrase or logo incorporating “EMS” (as limited by any existing agreements the Seller may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted and (iii) use of exhausted, but in any printed billing statements that bear a Nameevent for not longer than 30 days from the Closing Date. With respect to the printed purchase orders and sales, maintenance or license agreements referred to in the preceding sentence, from and after the Closing Date the Buyer shall sticker or otherwise xxxx mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are is a party to such documents. From and after the expiration of such 180-30 day period, the Buyer shall cease to use any such literature and sales materials, delete or cover (as by stickering) any such name, phrase or logo from any item included in inventory the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently to indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller, the Subsidiaries Seller or any of their its Affiliates. Notwithstanding the foregoing, nothing in this Section 5.9 shall require the Buyer to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.