Common use of Corporate Name Clause in Contracts

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 and trademarks (collectively “Names”) incorporating “EMS” 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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of 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 sale of any products or services; provided, however, that the Buyer may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a 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, but in any event 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 mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

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 names, service marks and trademarks owned by the Seller or any Affiliate and used by the Business (collectively collectively, the “Names”) ), including all trade names incorporating “EMSCharter” 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. The Buyer agrees that from and after Notwithstanding the Closing Date it will notforegoing, nor will it permit any for a period of its Affiliates (including EMS Brazil) to180 days following the Closing, 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 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, and sell any products, that are included in the Inventory on the Closing Date and agreements that bear a name, phrase or logo incorporating “EMS” 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, but in exhausted and (iii) use of any event for not longer than 30 days from the Closing Dateprinted 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, from and after the Closing Date the Buyer shall sticker or otherwise mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is are a party to such documents. From and after the expiration of such 30 180-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 the Inventory 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 Seller, the Subsidiaries or any of its 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 and its Affiliates shall have the absolute and exclusive proprietary right to all names, marks, logos, trade names and trademarks (collectively “Names”) incorporating “EMSSolutia” 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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMSSolutia” 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 use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “EMSSolutia” (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, but in any event for not longer than 30 ninety (90) 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 mxxx mark such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 30 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

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 and trademarks (collectively “Names”) incorporating “EMSSolutia” 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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMSSolutia” 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 use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “EMSSolutia” (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, but in any event for not longer than 30 ninety (90) 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 mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 30 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

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 and trademarks (collectively “Names”) incorporating “EMS” 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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of 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 sale of any products or services; provided, however, that the Buyer may continue to use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a 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, but in any event 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 mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

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 and trademarks (collectively “Names”) incorporating “EMSFlowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), 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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMSFlowserve” or any of the other 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 use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “EMSFlowserve” 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, but in any event for not longer than 30 sixty (60) 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 mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 30 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

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 and trademarks (collectively “"Names”") incorporating “EMS” "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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMS” "Solutia" 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 use any printed literature, sales ------- materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “EMS” "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, but in any event for not longer than 30 ninety (90) 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 mxxx xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 30 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.

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 and trademarks (collectively “Names”) incorporating “EMSFlowserve” (and any other trademark, trade name or service mxxx owned by Seller and listed on Schedule 2(b)(iii)), 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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMSFlowserve” or any of the other 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 use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory on the Closing Date and that bear a name, phrase or logo incorporating “EMSFlowserve” 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, but in any event for not longer than 30 sixty (60) 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 mxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 30 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 the Inventory that bears such name, phrase or logo and take such other actions as may be necessary or advisable to clearly and prominently indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates.. Flowserve GSG Asset Purchase Agreement

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 and trademarks (collectively “"Names”") incorporating “EMS” "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. The Buyer agrees that from and after the Closing Date it will not, nor will it permit any of its Affiliates (including EMS Brazil) to, use any name, phrase or logo incorporating “EMS” "Ceridian" 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 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 use any printed literature, sales materials, purchase orders and sales, maintenance or license agreements, and sell any products, that are included in the Inventory inventories of the CD Int Business on the Closing Date and that bear a name, phrase or logo incorporating “EMS” (as limited by any existing agreements the Seller may have with third parties) "Ceridian" until the supplies thereof existing on the Closing Date have been exhausted, but in any event for not longer than 30 ninety (90) 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 mxxx such maxx xuch documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates is a party to such documents. From and after the expiration of such 30 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 the Inventory 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 indicate that neither the Buyer nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. Within 30 days after the Closing Date, Buyer shall delete all references to the Names with respect to the CD Int Business on signs on or near buildings or offices in which the CD Int Business is conducted.