Excluded Marks Sample Clauses

Excluded Marks. The Excluded Marks are the sole property of Institute. Except as may be provided under a separate explicit written agreement, Participant is expressly forbidden from using the Excluded Marks. The Excluded Marks include:
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Excluded Marks. Any and all proprietary systems, trade secrets and proprietary information, and other intellectual property used by Seller on its behalf in the marketing, operation or use of the Property; including but not limited to the domain address http:/xxxxxx.xxx. Notwithstanding the immediately preceding sentence, Excluded Marks do not include those words and domain names expressly included in the Intangible Property.
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Excluded Marks. Purchaser shall not, and shall cause each of its Affiliates not to, (i) apply to register or register any of the Excluded Marks, (ii) file an opposition against any Seller’s or Seller Affiliates’ application to register such marks or (iii) file a petition to cancel the registration of such marks as registered by any Seller or any of its Affiliates.
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Excluded Marks. 1.2(c) FBI..........................................................................................................1.4(g) Financial Statements............................................................................................3.
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Excluded Marks. 1.2(f) Exemption Certificate..................................................................................................3.7 Facilities.......................................................................................................
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Excluded Marks. (a) Subject to Section 5.22(c) hereof and the Services Agreement, neither Buyer nor any Company Entity will have any right, title or interest in or to any trademarks owned by any Red Store Entity or their respective Affiliates (excluding the Company Entities) as of the date hereof, including those listed on Section 5.22 of the Company Disclosure Schedules, any variation or derivative of any of the foregoing, and any names or trademarks confusingly similar to any of the foregoing (collectively, the “Excluded Marks”). Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as of the Closing, the Company Entities) shall acquire any goodwill, rights or benefits arising from the Excluded Marks and that all such goodwill, rights and benefits shall inure solely to the Red Store Entities and their respective Affiliates, as applicable (it being understood that, to the extent Buyer or any of its Affiliates (including, as of the Closing, the Company Entities) acquires any right, title and interest in and to any Excluded Marks, Buyer or such Affiliate hereby irrevocably and perpetually assigns to the Red Store Entities and their respective Affiliates, as applicable, all such right, title and interest in and to such Excluded Marks, together with all associated goodwill and all rights to xxx for the past, present and future infringement, dilution or other violation of such Excluded Marks).
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Excluded Marks. Within thirty (30) days after the Closing, CC Buyer shall cease all use of the Excluded Marks, any other marks substantially or confusingly similar thereto, and any other Intellectual Property of CCI or its Affiliates (excluding the Transferred Intellectual Property and the Intellectual Property licensed to CC Buyer pursuant to the Trademark License Agreement).
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Excluded Marks. The Excluded Marks may appear on some of the Contributed Assets, including on signage. The Company acknowledges and agrees that it does not have and, upon consummation of the Transactions, will not have, any right, title, interest, license, or other right to use the Excluded Marks. The Company shall, as soon as reasonably practicable after the Closing Date, remove the Excluded Marks from, or cover or conceal the Excluded Marks on, any Contributed Assets, or otherwise refrain from the use and display of the Contributed Assets on which the Excluded Marks are affixed.
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Excluded Marks. (a) The Parties acknowledge and agree that (i) Buyer has no right, title, or interest in or to any Excluded Marks and (ii) no interest in or right to use any of the Excluded Marks is being assigned, licensed, transferred or otherwise conveyed to Buyer pursuant to this Agreement or the transactions contemplated hereby. Buyer may use existing supplies of office supplies internal-use forms, invoices, purchase orders, and internal training materials (the “Existing Stock”) for (i) a period of ninety (90) days following the Closing with respect to Existing Stock used solely on an internal basis (the “Internal Run-Off Period”) and (ii) a period of sixty (60) days following the Closing with respect to Existing Stock used on an external-facing basis (the “External Run-Off Period”) (each of the Internal Run-Off Period and the External Run-Off Period, a “Run-Off Period”). Except as expressly set forth in the preceding sentence and pursuant to the Intellectual Property License Agreement, after the Closing Date, Buyer and its Affiliates will stop using the Excluded Marks in any form in connection with the Business, including by removing, permanently obliterating or covering all references to the Excluded Marks that appear on any Purchased Asset. In furtherance (and not limitation) of the preceding sentence, Buyer shall use its commercially reasonable efforts to cease using any Existing Stock as soon as reasonably practicable (but shall cease such use, in no event, later than the end of the applicable Run-Off Period); provided that to the extent Buyer uses any Existing Stock, Buyer shall (i) use only the Existing Stock in inventory as of the Closing, (ii) conspicuously state on the Existing Stock that the Business is no longer operated by Seller or its Affiliates and (iii) not order, utilize, reproduce or electronically generate in any manner any additional supplies or documents that contain any Excluded Marks. Seller shall provide reasonable assistance to Buyer, at Buyer’s expense, with its obligations under this Section 7.2(a). Buyer shall not be deemed to have violated this Section 7.2(a), even after the applicable Run-Off Period, by reason of the use of any Excluded Xxxx in a non-trademark manner (including on Buyer’s website) in textual sentences, which use is factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the Business is no longer affiliated with Seller and/or to reference historical details concer...
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Related to Excluded Marks

  • Seller Marks Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller Xxxx or any name or term confusingly similar to any Seller Xxxx in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

  • Domain Names Licensee represents that it does not own any Internet domain names containing Citi Marks.

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

  • Assumed Names Borrower does not originate Mortgage Loans or otherwise conduct business under any names other than its legal name and the assumed names set forth on Exhibit G. Borrower has made all filings and taken all other action as may be required under the laws of any jurisdiction in which it originates Mortgage Loans or otherwise conducts business under any assumed name. Borrower’s use of the assumed names set forth on Exhibit G does not conflict with any other Person’s legal rights to any such name, nor otherwise give rise to any liability by Borrower to any other Person. Borrower may amend Exhibit G to add or delete any assumed names used by Borrower to conduct business. An amendment to Exhibit G to add an assumed name is not effective until Borrower has delivered to Lender an assumed name certificate in the jurisdictions in which the assumed name is to be used, which must be satisfactory in form and content to Lender, in its sole discretion. In connection with any amendment to delete a name from Exhibit G, Borrower represents and warrants that it has ceased using that assumed name in all jurisdictions.

  • Patent Markings Licensee agrees that all Licensed Products Sold by Licensee, Affiliates, and Sublicensees will be marked in accordance with each country’s patent marking laws, including Title 35, U.S. Code, in the United States.

  • Trademark Use Each party (the “Trademark Party”) grants the other party a worldwide, non-exclusive, non-transferable royalty free limited license (with no right of sublicense) during the term of the Program Terms to use the Trademark Party’s Trademarks solely for the purpose of carrying out the terms of the Business Development Program and as otherwise contemplated by the Program Terms, including but not limited to, the promotion of the Oerings, the parties’ joint eorts and channel programs; provided, that, such Trademarks are used solely in accordance with the Trademark Party’s specifications as to style, color, and typeface, as such specifications may be modified by such party from time to time and communicated to the other party. Partner shall not aix any Wazuh Trademarks to products or services other than the genuine Oerings. Upon notice from the Trademark Party of its objection to any improper or incorrect use of the Trademark Party’s Trademarks, the other party shall correct or stop such usage as soon as reasonably practicable.

  • Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.

  • Trademarks; Tradenames As soon as practicable after the Closing Date, Seller shall eliminate the use of all of the trademarks, tradenames, service marks and service names used in the Business, in any of their forms or spellings, on all advertising, stationery, business cards, checks, purchase orders and acknowledgments, customer agreements and other contracts and business documents. Seller shall grant Buyer the right to use the ClearStory name, as described in the Trademark License Agreement at Exhibit B.

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