Common use of Corporate Names Clause in Contracts

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation IMS will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian ST or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian SYNAVANT or which include the "Ceridian" SYNAVANT, Strategic Technologies or ▇▇▇▇▇-▇’▇▇▇▇▇ name, logo or other trademark or other intellectual property utilizing "CeridianST;" (iiiii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation IMS will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, kind all references to "Ceridian," SYNAVANT, including the "Ceridian" SYNAVANT name, logo and any other trademark or other intellectual property utilizing "Ceridian" SYNAVANT (except that the Corporation IMS shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation IMS nor its Subsidiaries shall use or display the "Ceridian" “ST” name, logo or other trademarks or intellectual property utilizing "Ceridian" ST without the prior written consent of New CeridianST; (ivb) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date, Date but in any event within six months thereafter, ST will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with IMS or its Subsidiaries after the Corporation Distribution) which refer or pertain to IMS or which include the “IMS Health Incorporated,” “IMS Health” or “IMS” name, logo or other trademark or other IMS intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind all references to IMS, including the “IMS Health Incorporated” or “IMS” name, logo and any other trademark or other IMS intellectual property (except that ST shall not be required to take any such action with respect to materials in the possession of customers), and neither ST nor any of its Subsidiaries shall use or display the “IMS Health Incorporated” or “IMS” name, logo or other trademarks or IMS intellectual property without the prior written consent of IMS; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, and will cause its Subsidiaries to to, change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," IMS, including the "Ceridian" “IMS” Health Incorporated or “IMS” name; providedPROVIDED, howeverHOWEVER, that that, notwithstanding the foregoing requirements of this Section 2.14(a2.15(b), if the Corporation ST has exercised good faith efforts to comply with this clause (iviii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation ST or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes include references to "Ceridian," IMS but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's ’s corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation willCognizant and ACNielsen will each, at its their own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its their respective property or premises or on the property or premises used by it them or its their respective Subsidiaries (except property or premises to be shared with New Ceridian D&B or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian D&B or which include the "Ceridian" D&B name, logo or other trademark or other D&B intellectual property utilizing "Ceridian;"property; and (iiiii) as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation Cognizant and ACNielsen will, and will cause its their respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name, logo and any other trademark or other D&B intellectual property utilizing "Ceridian" (except that the Corporation neither Cognizant nor ACNielsen shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation Cognizant, ACNielsen nor its any of their respective Subsidiaries shall use or display the "CeridianDun & Bradstreet" name, logo or other trademarks or D&B intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name.D&B. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian willD&B and Cognizant will each, at its their own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation ACNielsen or its Subsidiaries after the Distribution) which refer or pertain to ACNielsen or which include the Media Information Business "ACNielsen" or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.A.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after prior to the Distribution Date, the Corporation shall change its name to Arbitron Inc.remove any reference to "Dun & Bradstreet" therein; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian D&B or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian D&B or which include the "Ceridian" Dun & Bradstreet name, logo or other trademark or other intellectual property utilizing "CeridianD&B;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name, logo and any other trademark or other intellectual property utilizing "Ceridian" D&B (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "CeridianDun & Bradstreet" name, logo or other trademarks or intellectual property utilizing "Ceridian" D&B without the prior written consent of New CeridianD&B; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," D&B, but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to CeridianD&B, including the "CeridianDun & Bradstreet" name, from any stock certificate relating to shares of Ceridian D&B Common Stock outstanding on or prior to the Effective TimeRecord Date; provided that from and after the Effective TimeRecord Date, any newly issued stock certificates representing Ceridian D&B Common Stock (which at the Effective Time will become common stock of Arbitron Inc.RHD Common Stock) shall not have any reference to CeridianD&B, including the "CeridianDun & Bradstreet" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business RHD or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to which include the "ArbitronReub▇▇ ▇. ▇▇▇▇▇▇▇▇▇," name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided set forth in any Ancillary Agreement: (i) on or after the Distribution Datethis Section 8.07, the Corporation Acquiror shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but promptly, and in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries 120 days after the DistributionClosing Date, complete the revision of all advertising and promotional materials and literature relating to the Product (i) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, delete all references to "Ceridian," including the "Ceridian" name, logo Corporate Names and any other trademark (ii) to delete all references to Elan Companies' or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use their respective Affiliates' customer service address or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" namephone number; provided, however, that notwithstanding for a period of 120 days from the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party Closing Date Acquiror may continue to include in exterior signs distribute advertising and other identifiers promotional materials and in letterheadliterature that use the Corporate Names, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only addresses or phone numbers to the extent necessary that such advertising and promotional materials and literature exist on the Closing Date; and provided, further, that the Corporate Names may remain on any advertising and promotional materials and literature to identify such party the extent required by Law or any Governmental or Regulatory Authority for any reason, including due to the fact that one of the Elan Companies is the manufacturer of the Product. Subject to the terms and only until such party's corporate name can be changed conditions herein, Elan Companies hereby grant a non-exclusive license to remove Acquiror and eliminate such references; and its Affiliates to use the Corporate Names on all advertising and promotional materials and literature for the Product (v) notwithstanding the foregoing clauses (i) through (ivincluding any Promotional Materials), nothing herein to the extent specified herein. Acquiror will destroy its inventory of any remaining advertising and promotional materials and literature in its possession bearing the Corporate Names, address, or phone number, which Corporate Names, address and phone numbers are not deleted pursuant to Section 8.07(a)(i) and (ii), within 140 days after the Closing Date. In no event shall Acquiror use any of the Corporate Names after the Closing in any Ancillary Agreement shall require manner or for any purpose different from the Corporation to take any action to remove any reference to Ceridian, including use of such Corporate Names by Elan Companies during the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to 90-day period immediately preceding the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameClosing. (b) Except Acquiror shall be entitled to continue to use the existing Labeling and packaging for the Product until such time as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after Acquiror has prepared and filed with the Distribution Date but in any event within six months thereafterappropriate regulatory authorities, New Ceridian will, at its own expense, remove (orand such authorities approve, if necessaryrequired, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all new Labeling that does not contain references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" nameCorporate Names; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)that, if New Ceridian has exercised good faith efforts to comply with this clause Acquiror does not prepare within 120 days after the Closing Date final specifications for the revised Labeling and packaging for the Product, including all necessary photo-ready art (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be substantial equivalent) reflecting such modification, the right of Acquiror described in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months this sentence shall terminate 120 days after the Distribution Closing Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references . Subject to the name which includes references terms and conditions herein, Elan Companies hereby grant a non-exclusive right and license to Arbitron but only Acquiror to use the Corporate Names on Labeling and packaging for the Product to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesspecified herein.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation IMPCO will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian Quantum or its Subsidiaries after the Distribution) which refer use or pertain to New Ceridian or which include the display trade names, trademarks and logos of Quantum, including without limitation "CeridianQuantum" and any other Quantum trade name, logo or other trademark or other intellectual property utilizing logo (collectively, "Ceridian;Quantum Marks"). (iiiii) as As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation IMPCO will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to than materials already in the possession of customers)customers prior to the Effective Time, and neither the Corporation all references to any Quantum Marks. Neither IMPCO nor its Subsidiaries shall use or display any Quantum Marks or portions thereof, other than with respect to materials already in the "Ceridian" namepossession of customers prior to the Effective Time, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) Quantum, except as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with permitted by applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian Quantum will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation IMPCO or its Subsidiaries after the Distribution) which refer use or pertain to the Media Information Business or display trade names, trademarks and logos of IMPCO, including without limitation "ArbitronIMPCO Technologies" name logo or and "IMPCO," and any other IMPCO trade name, trademark or other Media Information intellectual property;logo (collectively, "IMPCO Marks"). (ii) as As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian Quantum will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to than materials already in the possession of customers)customers prior to the Effective Time, and neither New Ceridian all references to any IMPCO Marks. Neither Quantum nor any of its Subsidiaries shall use or display any IMPCO Marks or portions thereof, other than with respect to materials already in the "Arbitron" namepossession of customers prior to the Effective Time, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; andIMPCO except as permitted by applicable law and as expressly provided in Section 2.15(b)(iii). (iii) Subject to the trademark guidelines established by IMPCO from time to time, and subject to IMPCO's approval of samples of each use of an IMPCO ▇▇▇▇, Effective as soon of the Effective Time, IMPCO agrees to grant to Quantum a non-sublicenseable, non-transferable, revocable, royalty-free, worldwide right and license to use and display the IMPCO Marks as reasonably practicable they appear on existing service parts manufactured by IMPCO prior to the Contribution Date and which are serviced by Quantum after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Contribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months one year thereafter, the Corporation Corn Products will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its Corn Products' property or premises or on the property or premises used by it Corn Products or its Subsidiaries (except property or premises to be shared with New Ceridian CPC or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian CPC or which include the "Ceridian" CPC name, logo or any other trademark or the name of any member of the CPC Group or any other CPC intellectual property utilizing "Ceridian;"property; and (iiiii) as soon as is reasonably practicable after the Distribution Date but in any event within six months one year thereafter, the Corporation Corn Products will, and will cause its Subsidiaries to, remove from all packaging materials, letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," CPC, including the "Ceridian" CPC name, logo and any other trademark or name of any member of the CPC Group or any other CPC intellectual property utilizing "Ceridian" (except that the Corporation Corn Products shall not be required to take any such action with respect to materials in the possession of customerscustomers and Corn Products may, until the first anniversary of the Distribution Date, continue to use existing stock and supplies), and neither the Corporation Corn Products nor any of its Subsidiaries shall use or display the "Ceridian" CPC name, logo or other trademarks or name of any member of the CPC Group or any other CPC intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameCPC. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months one year thereafter, New Ceridian CPC will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective CPC's property or premises owned or on the property or premises used by them CPC or their respective its Subsidiaries (except property or premises to be shared with the Corporation Corn Products or its Subsidiaries after the Distribution) which refer or pertain to Corn Products or which include the Media Information Business or "Arbitron" name Corn Products name, logo or any other trademark or the name of any member of the Corn Products Group or any other Media Information Corn Products intellectual property;; and (ii) as soon as is reasonably practicable after the Distribution Date but in any event within six months one year thereafter, New Ceridian CPC will, and will cause its respective Subsidiaries to, remove from all packaging materials, letterhead, envelopes, invoices and other communications media of any kind, all references to Corn Products, including the Corn Products name, logo and any other trademark or name of any member of the Corn Products Group or any other Corn Products intellectual property (except that CPC shall not be required to take any such action with respect to materials in the possession of customers and CPC may, until the first anniversary of the Distribution Date, continue to use existing stock and supplies), and neither CPC nor any of its Subsidiaries shall use or display the Corn Products name, logo or other trademarks or name of any member of the Corn Products Group or any other Corn Products intellectual property without the prior written consent of Corn Products. (c) Corn Products shall use its reasonable best efforts to cause Arancia to (i) change its name to delete reference to CPC; (ii) remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of Arancia's property or premises or on the property or premises used by Arancia or its Subsidiaries (except property or premises to be shared with CPC or its Subsidiaries after the Distribution) which refer or pertain to CPC or which include the CPC name, logo or any other trademark or the name of any member of the CPC Group or any other CPC intellectual property and (iii) remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to CPC, including the "Arbitron" CPC name, logo and any other trademark or name of any member of the CPC Group or any other Media Information CPC intellectual property property. (except d) Each party acknowledges that New Ceridian shall not be required to take any such action with respect to materials it has no interest in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall right to use or display the "Arbitron" name, logo name or other trademarks any trademark or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but other party in any event within six months thereafterway, New Ceridian will, and will cause its Subsidiaries to, change their corporate names except to the extent necessary to remove and eliminate specifically provided herein or in any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesAncillary Agreement.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after prior to the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or The Company and ▇▇▇▇▇▇▇▇ acknowledge that, from and after the Distribution Closing Date, the Corporation Company and ▇▇▇▇▇▇▇▇ shall change its name have no rights with respect to Arbitron Inc.; any Trademarks and Logos incorporating "Chevron" by itself or in combination with any other Trademark or Logo, including the corporate design logos associated therewith, and that Chevron shall retain absolute and exclusive proprietary rights thereto or goodwill represented thereby or pertaining thereto, except as granted in the Tradename License Agreement among ▇▇▇▇▇▇▇▇, Chevron and the Company, in the form set forth as Appendix B (ii) the "Tradename License Agreement"). ▇▇▇▇▇▇▇▇ shall not and, except as soon as reasonably practicable after the Distribution Date but permitted in any event within six months thereaftersuch Tradename License Agreement, the Corporation willCompany shall not, at its own expensenor shall they permit any of their respective Affiliates to, remove (oruse any name, if necessaryphrase or logo incorporating "Chevron" or such corporate design logo or any confusingly similar name, on an interim basisphrase, cover up) any and all exterior signs and other identifiers located logo or corporate design logo in or on any of its property literature, sales materials or premises products or otherwise in connection with the sale of any products or services; PROVIDED, HOWEVER, that the Company may continue to use any signage, printed literature, sales materials, purchase orders and sales or lease agreements, and sell any products, that are included in the inventories of C Chem on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" Closing Date and that bear a name, phrase or logo incorporating "Chevron" or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after such corporate design logo, until the Distribution supplies thereof existing on the Closing Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Datehave been exhausted, but in any event within six months thereafterfor not longer than one year from the Closing Date. (b) The Company and Chevron acknowledge that, from and after the Closing Date, the Corporation will cause its Subsidiaries Company and Chevron shall have no rights with respect to change their corporate names to the extent necessary to remove any Trademarks and eliminate Logos incorporating "▇▇▇▇▇▇▇▇" or "66" by themselves or in combination with any reference to "Ceridian," other Trademark or Logo, including the corporate design logos associated therewith, and that ▇▇▇▇▇▇▇▇ shall retain absolute and exclusive proprietary rights thereto or goodwill represented thereby or pertaining thereto, except as granted in the Tradename License Agreement. Chevron shall not and, except as permitted in such Tradename License Agreement, Company shall not, nor shall they permit any of their respective Affiliates to, use any name, phrase or logo incorporating "Ceridian▇▇▇▇▇▇▇▇" or "66" or such corporate design logo or any confusingly similar name, phrase, logo or corporate design logo in or on any of its literature, sales materials or products or otherwise in connection with the sale of any products or services; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party Company may continue to include use any signage, printed literature, sales materials, purchase orders and sales or lease agreements, and sell any products, that are included in exterior signs the inventories of P Chem on the Closing Date and other identifiers and that bear a name, phrase or logo incorporating "▇▇▇▇▇▇▇▇" or "66" or such corporate design logo, until the supplies thereof existing on the Closing Date have been exhausted, but in letterhead, envelopes, invoices and other communications references to any event for not longer than one year from the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; andClosing Date. (vc) notwithstanding Each of ▇▇▇▇▇▇▇▇, Chevron and the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Company shall execute and deliver to each other the Tradename License Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameClosing. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than thirty (30) days from the Closing Date, Buyer shall cause BEUSH and each of its Subsidiaries to remove or cover the name “British Energy” and any trademarks, trade names, brandmarks, brand names, trade dress or logos relating to such name from all signs, telephone listings, labels, stationery, office forms, packaging or other materials of BEUSH or its Subsidiaries. Thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on Buyer shall neither use nor permit any of its property or premises or on the property or premises used by it BEUSH or its Subsidiaries (except property to use such names or premises any trademark, trade name, brandmark, brand name, trade dress or logo relating or confusingly similar to be shared such names in connection with New Ceridian the businesses of BEUSH or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as otherwise. As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution DateClosing, but in any event within six months no later than ninety (90) days thereafter, the Corporation will Buyer shall cause each of BEUSH and its Subsidiaries to change their corporate names amend its certificate of incorporation, partnership agreement, LLC Agreement, limited liability company agreement and other applicable documents, subject to the extent necessary any required consent or approval of any other partner or member, which Buyer shall use its reasonable efforts to remove and eliminate obtain, so as to delete any reference to "Ceridian," including the "Ceridian" name; provided“British Energy” in its legal name and, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause within such ninety (iv90) but is unable, due to regulatory or other circumstance beyond its controlday period, to make all required filings with Governmental Authorities to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameamendments. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent Each of the Corporation; and (iii) as soon as reasonably practicable after Parties hereto acknowledges and agrees that the Distribution Date but in remedy at Law for any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to breach of the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)5.12 would be inadequate, if New Ceridian has exercised good faith efforts and agrees and consents that without intending to comply with this clause (iii) but is unablelimit any additional remedies that may be available, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change temporary and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs permanent injunctive and other identifiers and equitable relief may be granted without proof of actual damage or inadequacy of legal remedy in letterhead, envelopes, invoices and other communications references any proceeding which may be brought to enforce any of the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesprovisions of this Section 5.12.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than thirty (30) days from the Closing Date, Buyer shall cause BEUSH and each of its Subsidiaries to remove or cover the name “British Energy” and any trademarks, trade names brandmarks, brand names, trade dress or logos relating to such name from all signs, telephone listings, labels, stationery, office forms, packaging or other materials of BEUSH or its Subsidiaries. Thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on Buyer shall neither use nor permit any of its property or premises or on the property or premises used by it BEUSH or its Subsidiaries (except property to use such names or premises any trademark, trade name, brandmark, brand name, trade dress or logo relating or confusingly similar to be shared such names in connection with New Ceridian the businesses of BEUSH or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as otherwise. As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution DateClosing, but in any event within six months no later than ninety (90) days thereafter, the Corporation will Buyer shall cause each of BEUSH and its Subsidiaries to change their corporate names amend its certificate of incorporation, partnership agreement, LLC Agreement, limited liability company agreement and other applicable documents, subject to the extent necessary any required consent or approval of any other partner or member, which Buyer shall use its reasonable efforts to remove and eliminate obtain, so as to delete any reference to "Ceridian," including the "Ceridian" name; provided“British Energy” in its legal name and, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause within such ninety (iv90) but is unable, due to regulatory or other circumstance beyond its controlday period, to make all required filings with Governmental Authorities to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameamendments. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent Each of the Corporation; and (iii) as soon as reasonably practicable after Parties hereto acknowledges and agrees that the Distribution Date but in remedy at Law for any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to breach of the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)5.12 would be inadequate, if New Ceridian has exercised good faith efforts and agrees and consents that without intending to comply with this clause (iii) but is unablelimit any additional remedies that may be available, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change temporary and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs permanent injunctive and other identifiers and equitable relief may be granted without proof of actual damage or inadequacy of legal remedy in letterhead, envelopes, invoices and other communications references any proceeding which may be brought to enforce any of the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesprovisions of this Section 5.12.

Corporate Names. (a) Except as otherwise specifically provided Subject to the licenses granted in any Ancillary Agreement: Section 11.2(b), each Party and its Affiliates shall retain all right, title, and interest in, to, and under their respective corporate names and logos and goodwill related thereto (i) on the “Housemarks”). To the extent permitted or after the Distribution Daterequired by Applicable Law, the Corporation TBIL Housemarks and the Takeda Housemarks shall change its name be given comparable size and prominence on all Labeling used in connection with Commercialization of the Products under this Agreement and the Parties agree to Arbitron Inc.; (ii) as soon cooperate as reasonably practicable after the Distribution Date but necessary to obtain any such necessary Regulatory Approvals and to otherwise comply with Applicable Law in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kindconnection therewith. In addition, all references to "Ceridian," including the "Ceridian" nameLabeling, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any practicable, shall include a reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (ivunless prohibited by Applicable Law) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to contribution of the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and license from TBIL for the Product (v) notwithstanding the foregoing clauses (i) through (ivfor example, by stating “Licensed from THERAVANCE BIOPHARMA IRELAND LIMITED”), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided TBIL hereby grants to Takeda a non-exclusive, non-transferable, royalty-free license during the Term throughout the Territory to utilize the TBIL Housemarks for use solely in any Ancillary Agreement: (i) as soon as reasonably practicable after Commercializing the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared Products hereunder. Takeda shall only use the TBIL Housemarks ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. with the Corporation or necessary trademark designations in a manner that does not derogate from TBIL’s rights in its Subsidiaries after Trademarks. Takeda shall submit representative samples of its proposed use of the Distribution) which refer or pertain TBIL Housemarks for review by the JSC reasonably in advance of the use to permit the JSC to consider and comment upon such proposal. Takeda acknowledges the goodwill and reputation that has been associated with the TBIL Housemarks, and subject to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafterterms hereof, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" namesuch Housemarks in a manner that maintains and promotes such goodwill and reputation and is consistent with trademark guidelines provided by TBIL to Takeda from time to time, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed Applicable Laws. Takeda shall take all reasonable precautions and actions to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change protect the goodwill and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references reputation that has inured to the name which includes references TBIL Housemarks, and to Arbitron but only take no action that may interfere with or diminish the rights of TBIL in its Housemarks. Takeda agrees that all use of the TBIL Housemarks will inure to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesbenefit of TBIL, including all goodwill in connection therewith.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: Buyer acknowledges that, from and after the Closing Date, (i) on the UTA Seller and its Affiliates have the absolute and exclusive 37 42 proprietary right to all names, marks, trade names and trademarks (collectively, "Names") incorporating "United Technologies" or after the Distribution Date"UT," by itself or in combination with any other Name, including, without limitation, the Corporation shall change its name to Arbitron Inc.; corporate design logo associated with "United Technologies," and (ii) as soon as reasonably practicable Seller and the Continuing Affiliates have the absolute and exclusive proprietary right to all Names incorporating "Lear," ▇y itself or in combination with any other Name, including, without limitation, the corporate design logo associated with Seller and that, with respect to clauses (i) and (ii), none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Buyer agrees that from and after the Distribution Closing Date it will not, nor will it permit any of its Affiliates to, use any Name, phrase or logo incorporating "United Technologies", "UT" or "Lear" ▇▇ any such corporate design logo 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 may continue to use any printed literature, sales materials, purchase orders and sales or lease agreements, and sell any products, that are included in the inventories of the Motors Business on the Closing Date and that bear a Name, phrase or logo incorporating "United Technologies", "UT" or "Lear" ▇▇ any such corporate design logo until the supplies thereof existing on the Closing Date have been exhausted, but in any event within six months thereafterfor not longer than 90 days from the UTA Closing Date, except as set forth below. With respect to the Corporation willprinted purchase orders and sale or lease agreements referred to in the preceding sentence, at from and after the Closing Date Buyer shall sticker or otherwise mark ▇▇▇h documents as necessary in order to indicate clearly that neither the UTA Seller, its own expenseAffiliates, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on Seller nor any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises Continuing Affiliates is a party to be shared with New Ceridian or its Subsidiaries such documents. From and after the Distributionexpiration of such 90 day period, Buyer shall: cease to use any such literature and sales materials; delete or cover (as by stickering) which refer any such Name, phrase or pertain logo from any item included in the inventories of the Motors Business that bears any such Name, phrase or logo; and take such other actions as may be necessary or advisable to New Ceridian clearly and prominently indicate that neither Buyer, the Company nor any of their respective Affiliates is affiliated with the UTA Seller, any of its Affiliates, Seller or which include any of the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;"Continuing Affiliates. (iiib) On or prior to the Closing Date, Seller shall file an amended certificate of incorporation for the Company changing, effective as soon of the Closing Date, the name of such company to a name designated by the Buyer which does not contain "Lear," "United Technologies" or "UT." As promptly as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Closing Date, but in any event 38 43 within six months 90 days thereafter, Buyer shall change or shall cause the Corporation will cause its Subsidiaries relevant Affiliate of Buyer to change their corporate names to the extent necessary to remove and eliminate name of any reference to of the other Subsidiaries that includes the name "CeridianLear," including the "CeridianUnited Technologies" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts or "UT" to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate or entity name change in compliance with applicable law, then the Corporation or its Subsidiary will that does not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "CeridianLear," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "CeridianUnited Technologies" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the UT."Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in The Buyer shall remove or cover, or shall cause the Sold Companies to remove or cover, the names “Harsco” and “MultiServ” and any Ancillary Agreement: trademarks, trade names, brandmarks, brand names, trade dress or logos relating to such names, from all: (i) on invoices, sales acknowledgement forms and other shipping documents (including bills of lading, packing lists and export documents) of the Sold Companies or the Sold Assets no later than ninety (90) days after the Distribution Closing Date, unless such period is extended with the Corporation shall change its name consent of the Company, such consent not to Arbitron Inc.; be unreasonably withheld; (ii) signage, letterhead (including internal memo forms and fax forms), envelopes, business cards, sales literature, exhibits and displays and promotional items of the Sold Companies or the Sold Assets no later than one hundred and eighty (180) days after the Closing Date, unless such period is extended with the consent of the Company, such consent not to be unreasonably withheld. Buyer shall have the right to continue to manufacture or have manufactured the products (including identification plates) and packaging (including shipping boxes and packaging materials) bearing the names “Harsco” and “MultiServ” for a period not to exceed one hundred and eighty (180) days following the Closing Date and thereafter to continue to sell such products and packaging for a period not to exceed eighteen (18) months following the Closing Date, as reasonably required, to exhaust the inventory of such products and packaging existing as of one hundred and eighty (180) days following the Closing Date. Notwithstanding anything to the contrary herein, it is understood and agreed that the Buyer shall not have any obligation to remove or cover the names “Harsco” or “MultiServ” or any trademarks, trade names, brandmarks, brand names, trade dress or logos relating to such names from any products (including identification plates) or packaging (including shipping boxes and packaging materials) under a consignment agreement as of the Closing Date or at consignment locations as of the Closing Date or shipped to consignment locations in the first 180 days after the Closing Date. The Buyer shall have the right to continue to produce product instruction manuals and instruction sheets bearing the names “Harsco” and “MultiServ” for a period not to exceed thirty (30) days following the Closing Date and thereafter to continue to use such instruction manuals and instruction sheets following the Closing to exhaust the inventory of such instruction manuals and instruction sheets existing as of thirty (30) days following the Closing Date. Except as provided in this Section 5.14(a), the Buyer shall neither use nor permit any of the Sold Companies or any of its Affiliates to use the names “Harsco” and “MultiServ” or any trademark, trade name, brandmark, brand name, trade dress or logo relating or confusingly similar to such names, in connection with the businesses of the Sold Companies or otherwise. As soon as reasonably practicable after the Distribution Date Closing, but in any event within six months no later than ninety (90) days thereafter, the Corporation willBuyer shall cause each of the Sold Companies to amend its certificate of incorporation, at its own expensepartnership agreement, remove (orlimited liability company agreement, if necessary, on an interim basis, cover up) any and all exterior signs constitutional documents and other identifiers located on applicable documents, subject to any required consent or approval of any other partner or member, which the Buyer shall use its property or premises or on the property or premises used by it or commercially reasonable efforts to obtain, so as to delete any reference to “Harsco” and “MultiServ” in its Subsidiaries (except property or premises legal name and, within such 90-day period, to be shared make all required filings with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain Governmental Authorities to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;"effect such amendments. (iiib) as As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than ninety (90) days after the Closing Date unless such period is extended with the consent of the Buyer, such consent not to be unreasonably withheld, the Corporation will, Company shall (and will shall cause its Subsidiaries Affiliates to) remove or cover the names “GasServ”, remove from all letterhead“▇▇▇▇▇▇-▇▇▇▇▇▇▇”, envelopes“American Welding & Tank”, invoices and other communications media of any kind“Structural Composites Industries”, all references to "Ceridian," including the "Ceridian" name, logo “Sherwood” and any other trademark trademarks, trade names, brandmarks, brand names, trade dress or logos acquired by the Buyer hereunder, including without limitation those listed on Schedule 3.13, from all signs, billboards, advertising materials, telephone listings, labels, stationery, office forms, packaging or other intellectual property utilizing "Ceridian" (except that materials of the Corporation Company and its Affiliates. Thereafter, the Company shall not be required neither use nor permit any of its Affiliates to take use such trademarks, trade names, brandmarks, brand names, trade dress or logos or any such action confusingly similar variation thereof in connection with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use businesses or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as otherwise. As soon as reasonably practicable after the Distribution Closing Date, but in any event within six months no later than ninety (90) days thereafter, the Corporation will Company shall (and shall cause each of its Subsidiaries Affiliates to) amend its certificate of incorporation, partnership agreement, limited liability company agreement, constitutional documents and other applicable documents so as to change their corporate names to the extent necessary to remove and eliminate delete any reference to "Ceridian," “GasServ”, “▇▇▇▇▇▇-▇▇▇▇▇▇▇”, “American Welding & Tank”, “Structural Composites Industries”, “Sherwood” or any other trademarks, trade names, brandmarks, brand names, trade dress or logos acquired by the Buyer hereunder, including the "Ceridian" name; providedwithout limitation those listed on Schedule 3.13, howeverin its legal name and, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its controlwithin such 90-day period, to make all required filings with Governmental Authorities to effect a corporate name change such amendments. (c) Notwithstanding anything to the contrary set forth in compliance with applicable lawthis Agreement, then upon the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Closing Date, andthe Company shall (and shall cause its Affiliates to) immediately cease all use of the trademarks and domain names set forth in subsection 3.13(o) of Schedule 3.13. Thereafter, in such circumstances, such party may continue to include in exterior signs the Company shall (and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (vshall cause its Affiliates to) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to not take any action to remove any reference to Ceridianfurther prosecute, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on register or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on renew any of their respective property or premises owned or used by them or their respective Subsidiaries the trademarks and domain names set forth in subsection 3.13(o) of Schedule 3.13. Buyer shall have the exclusive right, for a period not to exceed the lesser of six (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution6) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution DateClosing Date or the expiration of the applicable domain name registration, andto use the domain names set forth in subsection 3.13(o) of Schedule 3.13 for the purpose of automatically redirecting traffic to Buyer’s “▇▇▇▇▇▇▇.▇▇▇” Web Site or other Internet Web Site used by Buyer in connection with its business. Thereafter, the Buyer shall not take any action to renew or re-register any of the domain names identified in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencessubsection 3.13(o) of Schedule 3.13.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than thirty (30) days from the Closing Date, Buyer shall cause BEUSH and each of its Subsidiaries to remove or cover the name "British Energy" and any trademarks, trade names brandmarks, brand names, trade dress or logos relating to such name from all signs, telephone listings, labels, stationery, office forms, packaging or other materials of BEUSH or its Subsidiaries. Thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on Buyer shall neither use nor permit any of its property or premises or on the property or premises used by it BEUSH or its Subsidiaries (except property to use such names or premises any trademark, trade name, brandmark, brand name, trade dress or logo relating or confusingly similar to be shared such names in connection with New Ceridian the businesses of BEUSH or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as otherwise. As soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution DateClosing, but in any event within six months no later than ninety (90) days thereafter, the Corporation will Buyer shall cause each of BEUSH and its Subsidiaries to change their corporate names amend its certificate of incorporation, partnership agreement, LLC Agreement, limited liability company agreement and other applicable documents, subject to the extent necessary any required consent or approval of any other partner or member, which Buyer shall use its reasonable efforts to remove and eliminate obtain, so as to delete any reference to "Ceridian,British Energy" including the "Ceridian" name; providedin its legal name and, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause within such ninety (iv90) but is unable, due to regulatory or other circumstance beyond its controlday period, to make all required filings with Governmental Authorities to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameamendments. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent Each of the Corporation; and (iii) as soon as reasonably practicable after Parties hereto acknowledges and agrees that the Distribution Date but in remedy at Law for any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to breach of the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)5.12 would be inadequate, if New Ceridian has exercised good faith efforts and agrees and consents that without intending to comply with this clause (iii) but is unablelimit any additional remedies that may be available, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change temporary and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs permanent injunctive and other identifiers and equitable relief may be granted without proof of actual damage or inadequacy of legal remedy in letterhead, envelopes, invoices and other communications references any proceeding which may be brought to enforce any of the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesprovisions of this Section 5.12.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after prior to the Distribution Date, the Corporation shall change its name to Arbitron Inc.remove any reference to "Dun & Bradstreet" therein; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian D&B or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian D&B or which include the "Ceridian" Dun & Bradstreet name, logo or other trademark or other intellectual property utilizing "CeridianD&B;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name, logo and any other trademark or other intellectual property utilizing "Ceridian" D&B (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "CeridianDun & Bradstreet" name, logo or other trademarks or intellectual property utilizing "Ceridian" D&B without the prior written consent of New CeridianD&B; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," D&B, but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to CeridianD&B, including the "CeridianDun & Bradstreet" name, from any stock certificate relating to shares of Ceridian D&B Common Stock outstanding on or prior to the Effective TimeRecord Date; provided that from and after the Effective TimeRecord Date, any newly issued stock certificates representing Ceridian D&B Common Stock (which at the Effective Time will become common stock of Arbitron Inc.RHD 27 24 Common Stock) shall not have any reference to CeridianD&B, including the "CeridianDun & Bradstreet" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business RHD or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to which include the "ArbitronReub▇▇ ▇. ▇▇▇▇▇▇▇▇▇," name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.R.

Corporate Names. (a) Except as otherwise specifically provided To the extent the trademarks, service marks, brand names, logos or trade, corporate or business names of Parent, Seller or of any of Parent's Affiliates ("PARENT'S IP") are not included in any Ancillary Agreement: the Assets but are used by the Business on packaging or printed advertising and promotional materials, Inventories or like materials (icollectively, the "PACKAGING") on included in the Assets, Purchaser and the New Group may use such Packaging or sell such Inventories after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; Closing Date (iiwithout altering or modifying such Packaging and Inventories) as soon as reasonably practicable after the Distribution Date but until such Packaging is exhausted and in any event no more than two (2) years after the Closing Date. Parent, Seller and Affiliates, as applicable, hereby grant to Purchaser a non-exclusive, nontransferable, non-sublicensable (except to Purchaser's Affiliates) license to use Parent IP in such countries as Parent, Seller or their Affiliates, as applicable, have rights in such Parent IP, during such period as the Packaging is being used up by the New Group. In the event that the New Group manufactures or produces products after the Closing Date for use with Packaging, Seller may reasonably request, and the New Group shall provide, samples of such products to examine and ensure that such products are of a quality level not materially different from the existing Inventory at Closing. In the event that the products used with the Packaging are of materially inferior quality, Seller may request that the New Group raise the quality of the products being manufactured for use with the Packaging. If the New Group has not, within six months thereafterforty-five (45) days of such notice by Seller to the New Group, provided Seller with evidence that the quality of its products used in connection with Packaging is substantially similar in level to the products manufactured prior to Closing, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises New Group shall cease to be shared use such Packaging in connection with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameproducts. (b) Except as otherwise specifically provided in any Ancillary Agreement: Prior to Closing, Parent shall cause Newco to change its corporate name to "Anchor Hocking Inc." No later than two (i2) as soon as reasonably practicable Business Days after the Distribution Date but in any event within six months thereafterClosing, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian willSeller shall, and will Parent shall cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries Seller to, change their its corporate names name from "Anchor Hocking Corporation" to another corporate name and none of Parent or its Affiliates shall use the extent necessary to remove and eliminate name "Anchor Hocking" or any reference to the "Arbitron" name; providedname similar thereto or derivative thereof, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect as a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months business alias at any time after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to second Business Day following the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesClosing.

Corporate Names. (a) Except as otherwise specifically provided Buyer acknowledges that all right, title and interest in and to the names or designs “Ferro” and Ferro’s “Check-in-a-Circle” logo, together with all confusingly similar variations, derivations and abbreviations thereof, any Ancillary Agreement: (i) on trademarks, trade names, brand marks, brand names, trade dress or after the Distribution Date, the Corporation shall change its name logos relating to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo such names and any other trademark identifiers of source containing or other intellectual property utilizing "Ceridian" incorporating the foregoing (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers“Retained Names and Marks”), are owned exclusively by Ferro, and, except as set forth in this Section 9.05(a), Buyer further acknowledges that it has no rights, and neither is not acquiring any rights, to use the Corporation nor its Subsidiaries shall use or display Retained Names and Marks. Within 180 calendar days after the "Ceridian" nameClosing Date, logo or other trademarks or intellectual property utilizing "Ceridian" without unless such period is extended with the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after Ferro, Buyer will remove or cover the Distribution DateRetained Names and Marks from all signs, but billboards, advertising materials, telephone listings, labels, stationery, office forms, packaging or other materials included in the Sold Assets. After that time, Buyer will not use, or permit any event within six months thereafter, the Corporation will cause of its Subsidiaries to change their corporate names to use, the extent necessary to remove Retained Names and eliminate Marks for any reference to "Ceridian," including purpose. Notwithstanding the "Ceridian" name; providedforegoing, however, that notwithstanding Buyer may use the foregoing requirements of this Section 2.14(a), if the Ferro Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months at all times after the Distribution DateClosing in a neutral, and, in such circumstances, such party may continue non-trademark manner to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to describe the name which includes references to "Ceridian," but only to history of the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" namePolymer Additives Business. (b) Except as otherwise specifically provided Subject to the restrictions, terms and conditions of this Agreement, Buyer grants to Sellers a limited, non-exclusive, royalty-free, irrevocable right and license (the “License”) to use the Intellectual Property set forth in any Ancillary Agreement: Schedule 9.05(b) (ithe “Licensed Marks”) as soon as reasonably practicable after anywhere in the Distribution Date but world in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared connection with the Corporation advertisement, promotion, manufacture and distribution of Santicizer 9000 family of benzoates and Santicizer 400 family of adipate polymerics. Sellers will have no right to sublicense the Licensed Marks, except to wholly owned Affiliates, and any use of the Licensed Marks by Sellers (or its Subsidiaries after the DistributionAffiliates thereof) which refer or pertain will inure to the Media Information benefit of Buyer. The License is assignable upon the Antwerp Business Sale, except if such Sale is to a Restricted Person or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries Affiliates, in which event the License shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent terminate automatically. The term of the Corporation; and (iii) License commences on the Closing Date and will continue, unless earlier terminated pursuant to this Section 9.05(b), for 180 days thereafter, at which time the License will terminate automatically. For as soon long as reasonably practicable after the Distribution Date but License is in effect, Sellers will use the Licensed Marks only in connection with Santicizer 9000 family of benzoates 58 and Santicizer 400 family of adipate polymerics. Sellers will not use the Licensed Marks in any event within six months thereafterway that would bring discredit upon the Licensed Marks or cause Buyer’s ownership of the Licensed Marks or the goodwill associated with the Licensed Marks to be impaired, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to reduced or otherwise adversely affected. If Sellers violate any of the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of restrictions set forth in this Section 2.14(b9.05(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, andthen, in such circumstancesaddition to any other rights or remedies available to Buyer, such party may continue Buyer will have the right to include in exterior signs and other identifiers and in letterheadterminate the License, envelopes, invoices and other communications references provided that Sellers will have 30 days to cure the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesbreach.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than 180 days from the Closing Date, the Corporation willBuyers shall cause the Sold Companies and the Subsidiaries to remove or cover the name "IR" and any trademarks, at its own expensetrade names, remove (orbrandmarks, if necessarybrand names, on an interim basistrade dress or logos relating or confusingly similar to such name from all signs, cover up) any billboards, advertising materials, telephone listings, labels, stationery, office forms, packaging or other materials of the Sold Companies and all exterior signs and other identifiers located on the Subsidiaries. Thereafter, the Buyers shall neither use nor permit any of its property the Sold Companies or premises the Subsidiaries to use such names or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" any trademark, trade name, brandmark, brand name, trade dress or logo relating or other trademark confusingly similar to such names in connection with the businesses of the Sold Companies and the Subsidiaries or other intellectual property utilizing "Ceridian;" (iii) as otherwise. As soon as reasonably practicable after the Distribution Date Closing, but in any event within six months no later than 120 days thereafter, the Corporation willBuyers shall cause each of the Sold Companies and the Subsidiaries to amend its certificate of incorporation, and will cause its Subsidiaries topartnership agreement, remove from all letterhead, envelopes, invoices limited liability company agreement and other communications media applicable documents, subject to any required consent or approval of any kindother partner or member, all references which the Buyers shall use their reasonable efforts to obtain, so as to delete any reference to "Ceridian,IR" including the "Ceridian" namein its legal name and, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be within such 120-day period, to make all required filings with Governmental Authorities to take any effect such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian;amendments. (ivb) as As soon as reasonably practicable after the Distribution Closing Date, but in any event within six months thereafterno later than 180 days from the Closing Date, the Corporation will cause its Subsidiaries to change their corporate names to Sellers shall remove or cover the extent necessary to remove and eliminate any reference to name "CeridianTorrington," including the "CeridianFafnir," name; provided"Kilian" or "Nadella" and ▇▇▇ ▇radema▇▇▇, however▇▇ade names, that notwithstanding the foregoing requirements of this Section 2.14(a)brandmarks, if the Corporation has exercised good faith efforts brand names, trade dress or logos relating or confusingly similar to comply with this clause (iv) but is unablesuch name from all signs, due to regulatory billboards, advertising materials, telephone listings, labels, stationery, office forms, packaging or other circumstance beyond its controlmaterials. Thereafter, the Sellers shall neither use nor permit any of their subsidiaries to effect a corporate name change in compliance with applicable lawuse such names or any trademark, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" trade name, from any stock certificate brandmark, brand name, trade dress or logo relating or confusingly similar to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as such names. As soon as reasonably practicable after the Distribution Date Closing, but in any event within six months no later than 120 days thereafter, New Ceridian willthe Sellers shall amend their certificates of incorporation, at its own expensepartnership agreements, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs limited liability company agreements and other identifiers located on applicable documents, subject to any required consent or approval of any other partner or member, which the Sellers shall use their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises reasonable efforts to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain obtain, so as to the Media Information Business delete any reference to "Torrington," "Fafnir," "Kilian" or "ArbitronNadella" name logo or other trademark or other Media Information intellectual property; (ii) as in ▇▇▇ ▇▇gal na▇▇ ▇▇▇, within such 120-day period, to make all required filings with Governmental Authorities to effect such amendments. As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than 90 days after the Closing Date, New Ceridian willthe Sellers or their respective Affiliates will cease to do business under, and will cause its or allow any of their respective Subsidiaries toAffiliates to do business under, remove from all letterheador license any third party to use or do business under, envelopes, invoices and other communications media of any kind, all references to the "ArbitronTorrington," name, logo "Fafnir," "Kilian" or "Nadella" nam▇ ▇▇ ▇ark (o▇ ▇▇▇ ▇ther name ▇▇ ▇ark confusingly similar ▇▇ such names and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customersmarks), or the name and neither New Ceridian nor any of its Subsidiaries shall use or display the mark "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent The Torrington Com▇▇▇▇." (c) Each of the Corporation; and (iii) as soon as reasonably practicable after parties hereto acknowledges and agrees that the Distribution Date but in remedy at Law for any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to breach of the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)5.15 would be inadequate, if New Ceridian has exercised good faith efforts and agrees and consents that without intending to comply with this clause (iii) but is unablelimit any additional remedies that may be available, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change temporary and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs permanent injunctive and other identifiers and equitable relief may be granted without proof of actual damage or inadequacy of legal remedy in letterhead, envelopes, invoices and other communications references any Proceeding which may be brought to enforce any of the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesprovisions of this Section 5.15.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after prior to the Distribution Date, the Corporation shall change its name to Arbitron Inc.;remove any reference to "Dun & Bradstreet" therein; 25 (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian D&B or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian D&B or which include the "Ceridian" Dun & Bradstreet name, logo or other trademark or other intellectual property utilizing "CeridianD&B;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name, logo and any other trademark or other intellectual property utilizing "Ceridian" D&B (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "CeridianDun & Bradstreet" name, logo or other trademarks or intellectual property utilizing "Ceridian" D&B without the prior written consent of New CeridianD&B; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," D&B, including the "CeridianDun & Bradstreet" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," D&B, but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to CeridianD&B, including the "CeridianDun & Bradstreet" name, from any stock certificate relating to shares of Ceridian D&B Common Stock outstanding on or prior to the Effective TimeRecord Date; provided that from and after the Effective TimeRecord Date, any newly issued stock certificates representing Ceridian D&B Common Stock (which at the Effective Time will become common stock of Arbitron Inc.RHD Common Stock) shall not have any reference to CeridianD&B, including the "CeridianDun & Bradstreet" name. (b) Except as otherwise specifically provided in any Ancillary Agreement:: 26 (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to RHD or which include the Media Information Business or "ArbitronReub▇▇ ▇. ▇▇▇▇▇▇▇▇▇" name ▇▇ "Donn▇▇▇▇▇" name, logo or other trademark or other Media Information RHD intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to RHD, including the "ArbitronReub▇▇ ▇. ▇▇▇▇▇▇▇▇▇" ▇▇ "Donnelley" name, logo and any other trademark or other Media Information RHD intellectual property (except that New Ceridian D&B shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian D&B nor any of its Subsidiaries shall use or display the "ArbitronReub▇▇ ▇. ▇▇▇▇▇▇▇▇▇" or "Donnelley" name, logo or other trademarks or Media Information RHD intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to RHD, including the "ArbitronReub▇▇ ▇. ▇▇▇▇▇▇▇▇▇" name▇▇ "Donn▇▇▇▇▇" ▇▇me; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian D&B has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian D&B or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron RHD but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than 180 days from the Closing Date, the Corporation willBuyers shall cause the Sold Companies and the Subsidiaries to remove or cover the name "IR" and any trademarks, at its own expensetrade names, remove (orbrandmarks, if necessarybrand names, on an interim basistrade dress or logos relating or confusingly similar to such name from all signs, cover up) any billboards, advertising materials, telephone listings, labels, stationery, office forms, packaging or other materials of the Sold Companies and all exterior signs and other identifiers located on the Subsidiaries. Thereafter, the Buyers shall neither use nor permit any of its property the Sold Companies or premises the Subsidiaries to use such names or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" any trademark, trade name, brandmark, brand name, trade dress or logo relating or other trademark confusingly similar to such names in connection with the businesses of the Sold Companies and the Subsidiaries or other intellectual property utilizing "Ceridian;" (iii) as otherwise. As soon as reasonably practicable after the Distribution Date Closing, but in any event within six months no later than 120 days thereafter, the Corporation willBuyers shall cause each of the Sold Companies and the Subsidiaries to amend its certificate of incorporation, and will cause its Subsidiaries topartnership agreement, remove from all letterhead, envelopes, invoices limited liability company agreement and other communications media applicable documents, subject to any required consent or approval of any kindother partner or member, all references which the Buyers shall use their reasonable efforts to obtain, so as to delete any reference to "Ceridian,IR" including the "Ceridian" namein its legal name and, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be within such 120-day period, to make all required filings with Governmental Authorities to take any effect such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian;amendments. (ivb) as As soon as reasonably practicable after the Distribution Closing Date, but in any event within six months thereafterno later than 180 days from the Closing Date, the Corporation will cause its Subsidiaries to change their corporate names to Sellers shall remove or cover the extent necessary to remove and eliminate any reference to name "CeridianTorrington," including the "CeridianFafnir," name; provided"Kilian" or "Nadella" and any trademarks, howevertrade names, that notwithstanding the foregoing requirements of this Section 2.14(a)brandma▇▇▇, if the Corporation has exercised good faith efforts ▇rand n▇▇▇▇, ▇rade dress or logos relating or confusingly similar to comply with this clause (iv) but is unablesuch name from all signs, due to regulatory billboards, advertising materials, telephone listings, labels, stationery, office forms, packaging or other circumstance beyond its controlmaterials. Thereafter, the Sellers shall neither use nor permit any of their subsidiaries to effect a corporate name change in compliance with applicable lawuse such names or any trademark, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" trade name, from any stock certificate brandmark, brand name, trade dress or logo relating or confusingly similar to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as such names. As soon as reasonably practicable after the Distribution Date Closing, but in any event within six months no later than 120 days thereafter, New Ceridian willthe Sellers shall amend their certificates of incorporation, at its own expensepartnership agreements, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs limited liability company agreements and other identifiers located on applicable documents, subject to any required consent or approval of any other partner or member, which the Sellers shall use their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises reasonable efforts to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain obtain, so as to the Media Information Business delete any reference to "Torrington," "Fafnir," "Kilian" or "ArbitronNadella" in its legal name logo or other trademark or other Media Information intellectual property; (ii) as and, within such 120-d▇▇ ▇▇▇iod, t▇ ▇▇▇▇ all required filings with Governmental Authorities to effect such amendments. As soon as reasonably practicable after the Distribution Date Closing Date, but in any event within six months thereafterno later than 90 days after the Closing Date, New Ceridian willthe Sellers or their respective Affiliates will cease to do business under, and will cause its or allow any of their respective Subsidiaries toAffiliates to do business under, remove from all letterheador license any third party to use or do business under, envelopes, invoices and other communications media of any kind, all references to the "ArbitronTorrington," name, logo and "Fafnir," "Kilian" or "Nadella" name or mark (or any other trademark name or other Media Information intellectual property (except that New Ceridian shall not be required mark ▇▇▇▇▇▇ingly ▇▇▇▇▇▇▇ to take any such action with respect to materials in the possession of customersn▇▇▇▇ and marks), or the nam▇ ▇▇d mark "The Torrington Company." (c) Each of ▇▇▇ parties hereto acknowledges and neither New Ceridian nor agrees that the remedy at Law for any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent breach of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)5.15 would be inadequate, if New Ceridian has exercised good faith efforts and agrees and consents that without intending to comply with this clause (iii) but is unablelimit any additional remedies that may be available, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change temporary and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs permanent injunctive and other identifiers and equitable relief may be granted without proof of actual damage or inadequacy of legal remedy in letterhead, envelopes, invoices and other communications references any Proceeding which may be brought to enforce any of the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesprovisions of this Section 5.15.

Corporate Names. (a) Except as otherwise specifically provided To the extent the trademarks, service marks, brand names, logos or trade, corporate or business names of Parent, Seller or of any of Parent's Affiliates ("PARENT'S IP") are not included in any Ancillary Agreement: the Assets but are used by the Business on packaging or printed advertising and promotional materials, Inventories or like materials (icollectively, the "PACKAGING") on included in the Assets, Purchaser and the New Group may use such Packaging or sell such Inventories after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; Closing Date (iiwithout altering or modifying such Packaging and Inventories) as soon as reasonably practicable after the Distribution Date but until such Packaging is exhausted and in any event no more than one (1) year after the Closing Date. Parent, Seller and Affiliates, as applicable, hereby grant to Purchaser a non-exclusive, nontransferable, non-sublicensable (except to Purchaser's Affiliates) license to use Parent IP in such countries as Parent, Seller or their Affiliates, as applicable, have rights in such Parent IP, during such period as the Packaging is being used up by the New Group. In the event that the New Group manufactures or produces products after the Closing Date for use with Packaging, Seller may reasonably request, and the New Group shall provide, samples of such products to examine and ensure that such products are of a quality level not materially different from the existing Inventory at Closing. In the event that the products used with the Packaging are of materially inferior quality, Seller may request that the New Group raise the quality of the products being manufactured for use with the Packaging. If the New Group has not, within six months thereafterforty-five (45) days of such notice by Seller to the New Group, provided Seller with evidence that the quality of its products used in connection with Packaging is substantially similar in level to the products manufactured prior to Closing, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises New Group shall cease to be shared use such Packaging in connection with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameproducts. (b) Except as otherwise specifically provided in any Ancillary Agreement: Prior to Closing, Parent shall cause Newco to change its corporate name to "Anchor Hocking Inc." No later than two (i2) as soon as reasonably practicable Business Days after the Distribution Date but in any event within six months thereafterClosing, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian willSeller shall, and will Parent shall cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries Seller to, change their its corporate names name from "Anchor Hocking Corporation" to another corporate name and none of Parent or its Affiliates shall use the extent necessary to remove and eliminate name "Anchor Hocking" or any reference to the "Arbitron" name; providedname similar thereto or derivative thereof, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect as a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months business alias at any time after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to second Business Day following the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such referencesClosing.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after prior to the Distribution Date, the Corporation shall change its corporate and trade name to Arbitron Inc.remove any reference to "Dun & Bradstreet" or any modification, abbreviation or derivative thereof, and shall effect such change with all appropriate Government Authorities or registries; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (orand, if necessaryreasonably feasible, on an interim basis, cover up) any and all exterior signs signage and other identifiers physical items located on any of its property or premises owned or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian D&B or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use bear or display the name "CeridianDun & Bradstreet" or any modification, abbreviation or derivative thereof, either alone or in combination with any other name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridianmark ▇▇ logo; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their trade names and corporate names to the extent necessary to remove and eliminate any reference to "Ceridian,Dun & Bradstreet" including the "Ceridian" nameor any modification, abbreviation or derivative thereof, and shall effect such change with all appropriate Government Authorities or registries; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a)foregoing, if the Corporation has exercised good faith efforts to cannot timely comply with this clause (iv) but is unableherewith, due to regulatory or other circumstance circumstances beyond its reasonable control, it shall not breach this provision, if the Corporation uses reasonable efforts to effect a corporate name change in timely compliance with applicable lawhereunder during such first six months, then the Corporation or continues its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good good-faith efforts to effectuate such name change thereafter, and does effectuate effect such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and; (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to CeridianD&B, including the name "CeridianDun & Bradstreet" nameor any modification, abbreviation or derivative thereof, from any stock certificate relating to shares of Ceridian D&B Common Stock outstanding on or prior to the Effective TimeRecord Date; provided that from and after the Effective TimeRecord Date, any newly issued stock certificates representing Ceridian D&B Common Stock (which at the Effective Time will become common stock of Arbitron Inc.Moody's Common Stock) shall not have any reference to CeridianD&B, including the name "CeridianDun & Bradstreet" nameand any modification, abbreviation or derivative thereof. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, at its own expense, remove (orand, if necessaryreasonably feasible, on an interim basis, cover up) any and all exterior signs signage and other identifiers physical items located on any of their respective property or premises owned or used by them it or their respective its Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer bear or pertain to display the Media Information Business name "Moody's" or "Arbitron" name logo any modification, abbreviation or derivative thereof, either alone or in combination with any other trademark or other Media Information intellectual propertyname, mark ▇▇ logo; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media or materials of any kindkind in any media, all references to or displays of the name "ArbitronMoody's" or any modification, abbreviation or derivative thereof, either alone or in combination with any other name, mark ▇▇ logo and any other trademark or other Media Information intellectual property (except that New Ceridian D&B shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display and, after the "Arbitron" nameDistribution Date, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and, neither New D&B nor its Subsidiaries shall use, display, register, attempt to register (or assist or allow third parties to do same) the name "Moody's" or any modification, abbreviation or derivative thereof, either alone or in combination with any other name, mark ▇▇ logo (except for the non-trademark use of the name as necessary in connection 39 34 with information provided to Government Authorities and historical background required in the ordinary course of business); (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian D&B will, and will cause its Subsidiaries to, change their trade names and corporate names to the extent necessary to remove and eliminate any reference to the "ArbitronMoody's" nameor any modification, abbreviation or derivative thereof, and shall effect such change with all appropriate Government Authorities or registries; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b)foregoing, if New Ceridian has exercised good faith efforts to D&B cannot timely comply with this clause (iii) but is unableherewith, due to regulatory or other circumstance circumstances beyond its reasonable control, it shall not breach this provision if New D&B uses reasonable efforts to effect a corporate name change in timely compliance with applicable lawhereunder during such first six months, then New Ceridian or continues its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good good-faith efforts to effectuate such name change thereafter, and does effectuate effect such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or after the Distribution Date, the Corporation shall change its name to Arbitron Inc.; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation IMS will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian ST or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian SYNAVANT or which include the "Ceridian" SYNAVANT, Strategic Technologies or ▇▇▇▇▇-▇'▇▇▇▇▇ name, logo or other trademark or other intellectual property utilizing "CeridianST;" (iiiii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation IMS will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, kind all references to "Ceridian," SYNAVANT, including the "Ceridian" SYNAVANT name, logo and any other trademark or other intellectual property utilizing "Ceridian" SYNAVANT (except that the Corporation IMS shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation IMS nor its Subsidiaries shall use or display the "CeridianST" name, logo or other trademarks or intellectual property utilizing "Ceridian" ST without the prior written consent of New CeridianST; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian ST will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation IMS or its Subsidiaries after the Distribution) which refer or pertain to IMS or which include the Media Information Business "IMS Health Incorporated," "IMS Health" or "ArbitronIMS" name name, logo or other trademark or other Media Information IMS intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except as otherwise specifically provided in this Section 5.12, from and after the Closing, neither Buyers nor their Affiliates may use or permit their distributors to use the Solvay Brands or any Ancillary Agreement:other corporate, trade or service marks or names owned or used by Sellers or their Affiliates. (ib) on or Buyers will commence immediately after Closing and in any event within thirty (30) days after the Distribution Closing Date, to cause the Corporation shall change its name Sold Companies to Arbitron Inc.;cease, use and remove or cover the Solvay Brands from all external signs and billboards and update all internet sites (excluding product internet sites or as otherwise required by regulatory Laws) to indicate that the Sold Companies are no longer Affiliates of the Sellers. Further, the Buyers will promptly cease to use and remove or cover the Solvay Brands from telephone listings, sales invoices, printed forms, documents, stationery, office supplies or other similar materials, and in any event within 12 months after the Closing Date. (iic) As soon as reasonably practicable after the Closing, but in any event no later than two (2) months thereafter, Buyers will cause each of the Sold Companies to amend its Organizational Documents to delete any reference to Solvay in its company name and, within such two (2) month period, to make all required filing with Governmental Authorities to effect such amendments; provided, however, that if the business of a Sold Company may be negatively impacted if its company name is amended within such two (2) month period due to regulatory requirements that would require changes in product labels and/or updates of product registrations upon the change of such name, then the respective Sold Company may amend its Organizational Documents to delete any reference to Solvay in its company name as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution DateClosing, but in any event within six (6) months thereafterof the Closing. (d) Buyers and their Affiliates will have the right to market, promote, sell and distribute finished products of the Business in stock as of the Closing Date bearing the Solvay Brands until the expiration (on a product by product basis) of the relevant stock. (e) Buyers and their Affiliates will have the right to manufacture, assemble and package (or have manufactured, assembled and packaged) products of the Business bearing the Solvay Brands for up to eighteen (18) months following the Closing Date. (f) Buyers and their Affiliates may use promotional materials that bear the Solvay Brands for up to nine (9) months after the Closing Date. (g) If requested by Seller Parent, Buyers will provide a report to the Seller Parent detailing progress on meeting the time periods set out in paragraphs (b), (c), (e) and (f) above. If the time periods set out in paragraphs (b), (c), (e) and (f) above are not met due to delays in obtaining regulatory approvals, the Corporation Parties will cause its Subsidiaries act in good faith to change agree to extend such time periods as reasonably required. (h) Any use by the Buyers and their corporate names Affiliates of the Solvay Brands as permitted in this Section 5.12 is subject to their use of the Solvay Brands in a form and manner, and with standards of quality, of that in effect for the Solvay Brands as of the Closing Date. Any goodwill from the use of the Solvay Brands by the Buyers and their Affiliates will inure solely to the extent necessary benefit of Sellers. Buyers and their Affiliates will indemnify and hold harmless Sellers and any of their Affiliates for any Losses arising from or relating to remove the use by Buyers or any of their Affiliates of the Solvay Brands pursuant to this Section 5.12. (i) Each Party acknowledges and eliminate agrees that the remedy at Law for any reference to "Ceridian," including breach of the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a)5.12 would be inadequate, if the Corporation has exercised good faith efforts and agrees and consents that without intending to comply with this clause (iv) but is unablelimit any additional remedies that may be available, due Sellers will be entitled to regulatory a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, andundertaking, in such circumstances, such party any Proceeding that may continue be brought to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on enforce any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements provisions of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references5.12.

Corporate Names. (a) Except as otherwise specifically provided in any Ancillary Agreement: (i) on or Buyer acknowledges that, from and after the Distribution Closing Date, Seller and the Corporation shall change its name Continuing Affiliates have the absolute and exclusive proprietary right to Arbitron Inc.; all names, marks, trade names and trademarks (iicollectively, "Names") as soon as reasonably practicable incorporating "United Technologies" or "UT," by itself or in combination with any other Name, including, without limitation, the corporate design logo associated with "United Technologies," and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Buyer agrees that from and after the Distribution Closing Date it will not, nor will it permit any of its Affiliates to, use any Name, phrase or logo incorporating "United Technologies" or "UT" or such corporate design logo 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 may continue to use any printed literature, sales materials, purchase orders and sales or lease agreements, and sell any products, that are included in the inventories of the Automotive Business on the Closing Date and that bear a Name, phrase or logo incorporating "United Technologies" or "UT" or such corporate design logo until the supplies thereof existing on the Closing Date have been exhausted, but in any event within six months thereafterfor not longer than 90 days from the Closing Date, except as set forth below. With respect to the Corporation will-35- 42 printed purchase orders and sale or lease agreements referred to in the preceding sentence, at its own expense, remove (or, if necessary, on an interim basis, cover up) any from and all exterior signs and other identifiers located on after the Closing Date Buyer shall sticker or otherwise mark ▇▇▇h documents as necessary in order to indicate clearly that neither Seller nor any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises Continuing Affiliates is a party to be shared with New Ceridian or its Subsidiaries such documents. From and after the Distributionexpiration of such 90 day period, Buyer shall: cease to use any such literature and sales materials; delete or cover (as by stickering) which refer any such Name, phrase or pertain logo from any item included in the inventories of the Automotive Business that bears such Name, phrase or logo; and take such other actions as may be necessary or advisable to New Ceridian clearly and prominently indicate that neither Buyer, the Company nor any of their respective Affiliates is affiliated with Seller or which include any of the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;"Continuing Affiliates. (iiib) On or prior to the Closing Date, Seller shall file an amended certificate of incorporation for the Company, United Technologies Automotive, Inc. and United Technologies Automotive Systems, Inc. changing, effective as soon of the Closing Date, the names of those corporations to names designated by the Buyer which do not contain "United Technologies" or "UT." Buyer agrees to inform Seller in writing of such designations no later than 30 days prior to the Closing Date. As promptly as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo and any other trademark or other intellectual property utilizing "Ceridian" (except that the Corporation shall not be required to take any such action with respect to materials in the possession of customers), and neither the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Closing Date, but in any event within six months 90 days thereafter, Buyer shall change or shall cause the Corporation will cause its Subsidiaries relevant Affiliate of Buyer to change their corporate names the name of any of the other Subsidiaries of the Company that includes the name "United Technologies" or "UT" to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate or entity name change in compliance with applicable law, then the Corporation or its Subsidiary will that does not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian,United Technologies" but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" name. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the UT."Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.

Corporate Names. (a) Except The Acquirer shall be entitled to continue to use the Corporate Names and the NDC number of EPI or its Affiliates for the Products on the existing Labeling and-packaging for the Products until such time as otherwise specifically the Acquiror has prepared and filed with the appropriate Governmental or Regulatory Authorities, and such authorities approve, if required, new Labeling that does not contain references to the Corporate Names or such NDC numbers; provided however, that, if the Acquiror does not prepare within ninety (90) days of the Closing Date final specifications for such revised Labeling and packaging of the Products, including new NDC numbers for the Products and all necessary photo-ready art (or its substantial equivalent) reflecting such modifications, the right of the Acquiror described in any Ancillary Agreement: this sentence shall terminate ninety (i90) on or days after the Distribution Closing Date. Notwithstanding the foregoing, the Corporation Acquiror shall change be entitled to continue to use the Corporate Names that consist of trademarks of EPI or its name to Arbitron Inc.; Affiliates debossed or otherwise included on Zanaflex Tablets as of the Closing on Zanaflex Tablets until the date that is one hundred eighty (ii180) as soon as reasonably practicable days after the Distribution Date but Closing Date. Subject to the terms and conditions herein, EPI hereby grants a non-exclusive, non-transferable license to the Acquiror and its Subsidiaries to use the Corporate Names on the Labeling and packaging of the Products and on Zanaflex Tablets themselves, in any event within six months thereaftereach case to the extent specified herein. (b) “Corporate Names” means the trademark and service ▇▇▇▇ “ELAN”, the Corporation willCorporate logos and trade names of EPI and its Affiliates, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with New Ceridian or its Subsidiaries after the Distribution) which refer or pertain to New Ceridian or which include the "Ceridian" name, logo or other trademark or other intellectual property utilizing "Ceridian;" (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, the Corporation will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to "Ceridian," including the "Ceridian" name, logo word “ELAN” together with any variations and derivatives thereof and any other trademark logos, symbols or other intellectual property utilizing "Ceridian" trademarks, trade names or service marks of EPI and its Affiliates (except that including for the Corporation shall not be required to take avoidance of doubt any such action with respect to materials in the possession trademarks of customersEPI or is Affiliates debossed or otherwise included on Zanaflex Tablets themselves), and neither but excluding the Corporation nor its Subsidiaries shall use or display the "Ceridian" name, logo or other trademarks or intellectual property utilizing "Ceridian" without the prior written consent of New Ceridian; (iv) as soon as reasonably practicable after the Distribution Date, but in any event within six months thereafter, the Corporation will cause its Subsidiaries to change their corporate names to the extent necessary to remove and eliminate any reference to "Ceridian," including the "Ceridian" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(a), if the Corporation has exercised good faith efforts to comply with this clause (iv) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then the Corporation or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to "Ceridian," but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references; and (v) notwithstanding the foregoing clauses (i) through (iv), nothing herein or in any Ancillary Agreement shall require the Corporation to take any action to remove any reference to Ceridian, including the "Ceridian" name, from any stock certificate relating to shares of Ceridian Common Stock outstanding on or prior to the Effective Time; provided that from and after the Effective Time, any newly issued stock certificates representing Ceridian Common Stock (which at the Effective Time will become common stock of Arbitron Inc.) shall not have any reference to Ceridian, including the "Ceridian" nameProduct Trademarks. (b) Except as otherwise specifically provided in any Ancillary Agreement: (i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with the Corporation or its Subsidiaries after the Distribution) which refer or pertain to the Media Information Business or "Arbitron" name logo or other trademark or other Media Information intellectual property; (ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind, all references to the "Arbitron" name, logo and any other trademark or other Media Information intellectual property (except that New Ceridian shall not be required to take any such action with respect to materials in the possession of customers), and neither New Ceridian nor any of its Subsidiaries shall use or display the "Arbitron" name, logo or other trademarks or Media Information intellectual property without the prior written consent of the Corporation; and (iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, New Ceridian will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to the "Arbitron" name; provided, however, that notwithstanding the foregoing requirements of this Section 2.14(b), if New Ceridian has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then New Ceridian or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which includes references to Arbitron but only to the extent necessary to identify such party and only until such party's corporate name can be changed to remove and eliminate such references.