IP Matters. (a) Purchaser acknowledges that it is not purchasing or licensing any right, title or interest in or to the name “Univar,” or any abbreviations or variations thereof (collectively, the “Seller Trademarks”). Notwithstanding the foregoing, the Company Group and its Affiliates shall have a limited, non-exclusive, non-sublicensable, royalty-free right to use the Seller Trademarks in connection with the Company Group’s and its Affiliates’ products and any related services, trucks, equipment, signage, advertising and promotional materials, packing and shipping materials and other similar materials consistent with the manner used by Seller (with respect to the Business) prior to Closing for a period of 90 days after the Closing (the “Initial Univar License Period”). Purchaser acknowledges that Purchaser’s use of the Seller Trademarks is for the sole benefit of, and all times shall inure to the benefit of Seller and its Affiliates. (b) On the day immediately following the last day of the Initial Univar License Period, Purchaser shall rebrand the Company Group name and stop actively marketing the Company Group with the Seller Trademarks. Following the Initial Univar License Period and until August 15, 2020 (the “Univar License Transition Period”), Purchaser shall cause the Company Group to, and the Company Group shall, begin the process of removing all Seller Trademarks from all products and related services and halt all references to each of the Seller Trademarks on any products and related materials. (c) Beginning on the day immediately following the last day of the Univar License Transition Period, Purchaser and the Company Group shall discontinue the use of Seller Trademarks. (d) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 7.24, Purchaser and the Company Group (i) may, at all times after the Closing, (x) keep records and other historical or archived documents containing or referencing the Seller Trademarks, and (y) refer to the historical fact that the Business was previously conducted under the Seller Trademarks as necessary, but not for marketing purposes; and (ii) have no obligation to alter, remove or otherwise eliminate any use or reference to any Seller Trademark in (x) any materials or documents stored in archival or electronic backup systems or that otherwise are not public-facing or client-facing or (y) in any existing Contract or in any products, materials (including business papers), documents or media (including Software) already distributed. (e) For a period lasting until the one-year anniversary of the Closing Date, to the extent Purchaser identifies any Intellectual Property owned by Seller or its Affiliates: (i) at Closing, (ii) that was used in the operation of the Business as of the Closing, and (iii) that is not a Seller Trademark or otherwise addressed (directly or indirectly) under the Ancillary Agreements, Seller hereby grants to the Company Group and its Affiliates, on behalf of Seller and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, assignable, sublicensable, royalty-free and fully-paid-up license to use such Intellectual Property so identified to Seller solely for use in the operation of the Business (and natural evolutions thereof) and the development, manufacture, sale and distribution of products and services by the Company Group and its Affiliates. (f) Prior to the Closing, Seller shall, and shall cause its Affiliates (other than the Company Group) to, at Seller’s own expense, transfer all Registered Intellectual Property to a Company Group Entity and reflect the recordation of such transfers with the applicable Governmental Body and shall otherwise correct any chain-of-title defects or other discrepancies between record ownership and beneficial ownership of such Intellectual Property, including by preparing, executing, filing and recording with the applicable Governmental Bodies all instruments and documents necessary to cure such title defects (such actions, collectively, the “Chain of Title Clean-Up”). To the extent any Governmental Body has not recorded or otherwise processed any filings necessary to effect a complete Chain of Title Clean-up, Seller shall, and shall cause its Affiliates to, cooperate with and assist Purchaser and its Affiliates (including the Company Group) to correct the same following the Closing. (g) For a period of 180 days from and after the Closing Date, Seller and its Affiliates shall ensure that the website (i) ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ and any successor website that serves as each Seller’s primary website during such time and (ii) ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/markets/environmental-sciences/, each contain (x) a statement, to be agreed between the Parties prior to Closing (or as promptly as practicable thereafter), regarding the sale of the Business to Purchaser and (y) a link to the Company Group’s new website(s) (the domain names for which the Purchaser shall provide to the Seller prior to the Closing Date or as promptly as practicable thereafter).
Appears in 1 contract
Sources: Securities Purchase Agreement (Univar Solutions Inc.)
IP Matters. Except as set forth in this Agreement neither Purchaser nor any of its Affiliates (including, following Closing, the Purchased Entities, their Subsidiaries and the Joint Ventures) shall acquire any rights in, or use, or have the right to use, the Rayonier Marks or any name or mark that, in the reasonable judgment of Seller, is similar to or embodying the Rayonier Marks. Within [* * * * *] of Closing, Purchaser shall cause the Purchased Entities and Subsidiaries thereof and take such other action to the extent within its control so as to cause the Joint Ventures having a name, Mark or logo that includes the Rayonier Marks to change its name to a name that does not include the Rayonier Marks, including making any Filings necessary to effect such change. Purchaser shall make reasonable efforts to complete the removal of the Rayonier Marks from (a) Purchaser acknowledges that it is all products, vehicles, properties and promotional or other marketing materials (other than materials covered by clause (b) of this sentence) within [* * * * *] of Closing and (b) uniforms, signage not purchasing or licensing any right, title or interest in or highly visible to the name “Univar,” or any abbreviations or variations public and stationery within [* * * * *] of Closing. Seller hereby grants to the Purchased Entities (and Subsidiaries thereof (collectivelyand the Joint Ventures) a royalty-free, the “Seller Trademarks”). Notwithstanding the foregoing, the Company Group and its Affiliates shall have a limitedfully paid-up, non-exclusive, non-sublicensable, royaltynon-free assignable, limited right and license to use the Seller Trademarks Rayonier Marks solely for the above time periods and purposes. Purchaser agrees that any use of the Rayonier Marks by any of the Purchased Entities (or Subsidiaries thereof or the Joint Ventures) pursuant to such license will be in connection with the Company Group’s and its Affiliates’ products and any related services, trucks, equipment, signage, advertising and promotional materials, packing and shipping materials and other similar materials a manner consistent with past practice and transitional “phase out” use and that the manner used by Seller Purchased Entities (and Subsidiaries thereof and to the extent within Purchaser’s control, the Joint Ventures) will maintain quality standards at least as high as those in effect as of the Closing Date with respect to any goods or services provided or delivered using the Business) prior Rayonier Marks and shall cease to Closing for a period of 90 days after the Closing (the “Initial Univar License Period”). Purchaser acknowledges that Purchaser’s use of the Seller Trademarks is for the sole benefit of, and all times shall inure to the benefit of Seller and its Affiliates.
(b) On the day immediately following the last day of the Initial Univar License Period, Purchaser shall rebrand the Company Group name and stop actively marketing the Company Group hold themselves out as having any affiliation with the Seller Trademarks. Following the Initial Univar License Period and until August 15, 2020 (the “Univar License Transition Period”), Purchaser shall cause the Company Group to, and the Company Group shall, begin the process of removing all Seller Trademarks from all products and related services and halt all references to each of the Seller Trademarks on any products and related materials.
(c) Beginning on the day immediately following the last day of the Univar License Transition Period, Purchaser and the Company Group shall discontinue the use of Seller Trademarks.
(d) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 7.24, Purchaser and the Company Group (i) may, at all times after the Closing, (x) keep records and other historical or archived documents containing or referencing the Seller Trademarks, and (y) refer to the historical fact that the Business was previously conducted under the Seller Trademarks as necessary, but not for marketing purposes; and (ii) have no obligation to alter, remove or otherwise eliminate any use or reference to any Seller Trademark in (x) any materials or documents stored in archival or electronic backup systems or that otherwise are not public-facing or client-facing or (y) in any existing Contract or in any products, materials (including business papers), documents or media (including Software) already distributed.
(e) For a period lasting until the one-year anniversary of the Closing Date, to the extent Purchaser identifies any Intellectual Property owned by Seller or its Affiliates: (i) at Closing, (ii) that was used in the operation of the Business as of the Closing, and (iii) that is not a Seller Trademark or otherwise addressed (directly or indirectly) under the Ancillary Agreements, Seller hereby grants to the Company Group and its Affiliates, on behalf of Seller and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, assignable, sublicensable, royalty-free and fully-paid-up license to use such Intellectual Property so identified to Seller solely for use in the operation of the Business (and natural evolutions thereof) and the development, manufacture, sale and distribution of products and services by the Company Group and its Affiliates.
(f) Prior to the Closing, Seller shall, and shall cause its Affiliates (other than the Company Group) to, at Seller’s own expense, transfer all Registered Intellectual Property to a Company Group Entity and reflect the recordation of such transfers with the applicable Governmental Body and shall otherwise correct any chain-of-title defects or other discrepancies between record ownership and beneficial ownership of such Intellectual Property, including by preparing, executing, filing and recording with the applicable Governmental Bodies all instruments and documents necessary to cure such title defects (such actions, collectively, the “Chain of Title Clean-Up”). To the extent any Governmental Body has not recorded or otherwise processed any filings necessary to effect a complete Chain of Title Clean-up, Seller shall, and shall cause its Affiliates to, cooperate with and assist Purchaser and its Affiliates (including the Company Group) to correct the same following the Closing.
(g) For a period of 180 days Subsidiaries from and after the Closing Date, Seller and its Affiliates shall ensure that the website (i) ▇▇▇▇▇://▇▇▇Closing.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ and any successor website that serves as each Seller’s primary website during such time and (ii) ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/markets/environmental-sciences/, each contain (x) a statement, to be agreed between the Parties prior to Closing (or as promptly as practicable thereafter), regarding the sale of the Business to Purchaser and (y) a link to the Company Group’s new website(s) (the domain names for which the Purchaser shall provide to the Seller prior to the Closing Date or as promptly as practicable thereafter).
Appears in 1 contract
IP Matters. 17.1 On or before the Separation Effective Time, the Seller and the Company shall (and shall procure that the RemainCo Group and the DivestCo Group respectively shall), execute and deliver the IP Cross-Licences substantially in the agreed terms in relation to the Shared IPR.
17.2 From and after the date hereof, the Seller and the Company shall (and shall procure that the RemainCo Group and the DivestCo Group respectively shall), use reasonable endeavours to re-engineer the applicable production lines at the Rothenkirchen facility such that, as of the Separation Effective Time, such production lines no longer use the technology known as “GSS” and “Tandem”, with the Seller to bear all relevant costs and expenses incurred by any party (or any member of their respective Groups) in connection with such actions.
17.3 From and after the date hereof, the Seller and the Company shall (and shall procure that the RemainCo Group and the DivestCo Group respectively shall), use reasonable endeavours (a) Purchaser acknowledges that it is not purchasing or licensing any rightto reformulate certain products in the System Professional product line such that, title or interest as of the Separation Effective Time, no products in or the System Professional product line incorporate the technology known as the “Diamond 3-ingredient cocktail,” (b) to submit to the name “Univar,” appropriate regulatory authorities such documentation as is necessary to register the change of ingredients in such products with such authorities and (c) to update the packaging and marketing materials for such products to reflect such change in ingredients, with the Seller to bear all relevant costs and expenses incurred by any party (or any abbreviations or variations thereof (collectively, the “Seller Trademarks”). Notwithstanding the foregoing, the Company Group and its Affiliates shall have a limited, non-exclusive, non-sublicensable, royalty-free right to use the Seller Trademarks member of their respective Groups) in connection with the Company Group’s and its Affiliates’ products and any related servicessuch actions.
17.4 The Separation Committee may, trucks, equipment, signage, advertising and promotional materials, packing and shipping materials and other similar materials consistent with the manner used by Seller (with respect from time to time prior to the Business) prior to Closing for a period of 90 days after Separation Effective Time, update the Closing (the “Initial Univar License Period”). Purchaser acknowledges that Purchaser’s use of the Seller Trademarks is for the sole benefit of, and all times shall inure IPR Allocation Matrix by written notice to the benefit of Seller and its Affiliates.
(b) On the day immediately following the last day of the Initial Univar License Period, Purchaser shall rebrand the Company Group name and stop actively marketing the Company Group with the Seller Trademarks. Following the Initial Univar License Period and until August 15, 2020 (the “Univar License Transition Period”), Purchaser shall cause the Company Group to, and the Company Group shall, begin the process of removing all Seller Trademarks from all products and related services and halt all references to each of the Seller Trademarks on any products and related materials.
(c) Beginning on the day immediately following the last day of the Univar License Transition Period, Purchaser and the Company Group shall discontinue the use of Seller Trademarks.
(d) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 7.24, Purchaser and the Company Group (i) may, at all times after the Closing, (x) keep records and other historical or archived documents containing or referencing the Seller Trademarks, and (y) refer to the historical fact that the Business was previously conducted under the Seller Trademarks as necessary, but not for marketing purposes; and (ii) have no obligation to alter, remove or otherwise eliminate any use or reference to any Seller Trademark in (x) any materials or documents stored in archival or electronic backup systems or that otherwise are not public-facing or client-facing or (y) in any existing Contract or in any products, materials (including business papers), documents or media (including Software) already distributed.
(e) For a period lasting until the one-year anniversary of the Closing Date, parties to the extent Purchaser identifies it reasonably considers that the IPR Allocation Matrix does not correctly allocate Business IP Assets to the correct Business, provided that the Seller shall be permitted to update the IPR Allocation Matrix by written notice to the Separation Committee solely to the extent any Intellectual Property owned by Seller or its Affiliates: (i) at Closing, (ii) that was used Rights included in the operation of the Business as of the ClosingIPR Allocation Matrix have expired under applicable law (and no renewal is applicable), and (iii) that is not a Seller Trademark or otherwise addressed (directly have been allowed to lapse or indirectly) under the Ancillary Agreements, Seller hereby grants to the Company Group and its Affiliates, on behalf of Seller and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, assignable, sublicensable, royalty-free and fully-paid-up license to use such Intellectual Property so identified to Seller solely for use be marked cancelled or abandoned in the operation ordinary course of the Business (and natural evolutions thereof) and the development, manufacture, sale and distribution of products and services by the Company Group and its Affiliatesa DivestCo Business’s operations consistent with past practice.
(f) Prior to the Closing, Seller shall, and shall cause its Affiliates (other than the Company Group) to, at Seller’s own expense, transfer all Registered Intellectual Property to a Company Group Entity and reflect the recordation of such transfers with the applicable Governmental Body and shall otherwise correct any chain-of-title defects or other discrepancies between record ownership and beneficial ownership of such Intellectual Property, including by preparing, executing, filing and recording with the applicable Governmental Bodies all instruments and documents necessary to cure such title defects (such actions, collectively, the “Chain of Title Clean-Up”). To the extent any Governmental Body has not recorded or otherwise processed any filings necessary to effect a complete Chain of Title Clean-up, Seller shall, and shall cause its Affiliates to, cooperate with and assist Purchaser and its Affiliates (including the Company Group) to correct the same following the Closing.
(g) For a period of 180 days from and after the Closing Date, Seller and its Affiliates shall ensure that the website (i) ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ and any successor website that serves as each Seller’s primary website during such time and (ii) ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/markets/environmental-sciences/, each contain (x) a statement, to be agreed between the Parties prior to Closing (or as promptly as practicable thereafter), regarding the sale of the Business to Purchaser and (y) a link to the Company Group’s new website(s) (the domain names for which the Purchaser shall provide to the Seller prior to the Closing Date or as promptly as practicable thereafter).
Appears in 1 contract
Sources: Separation Agreement (Coty Inc.)
IP Matters. (a) Purchaser acknowledges that it is not purchasing or licensing any right, title or interest As soon as reasonably practicable but in or to the name “Univar,” or any abbreviations or variations thereof no event more than thirty (collectively, the “Seller Trademarks”). Notwithstanding the foregoing, the Company Group and its Affiliates shall have a limited, non-exclusive, non-sublicensable, royalty-free right to use the Seller Trademarks in connection with the Company Group’s and its Affiliates’ products and any related services, trucks, equipment, signage, advertising and promotional materials, packing and shipping materials and other similar materials consistent with the manner used by Seller (with respect to the Business30) prior to Closing for a period of 90 days after the Closing (Date, Buyer shall, at its sole cost and expense, make any and all filings with any office, agency or body necessary to effect the “Initial Univar License Period”). Purchaser acknowledges that Purchaser’s elimination of any use of the Seller Trademarks is for Marks from the sole benefit ofcompany names of any Company Entities and, and all times shall inure subject to the benefit penultimate sentence of Seller and its Affiliates.
(b) On the day immediately following the last day of the Initial Univar License Period, Purchaser shall rebrand the Company Group name and stop actively marketing the Company Group with the Seller Trademarks. Following the Initial Univar License Period and until August 15, 2020 (the “Univar License Transition Period”this Section 6.16(a), Purchaser shall cause the Company Group to, and the Company Group shall, begin the process of removing all Seller Trademarks from all products and related services and halt all references to each of the Seller Trademarks on any products and related materials.
in no event more than nine (c9) Beginning on the day immediately following the last day of the Univar License Transition Period, Purchaser and the Company Group shall discontinue the use of Seller Trademarks.
(d) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 7.24, Purchaser and the Company Group (i) may, at all times months after the Closing, (x) keep records and other historical or archived documents containing or referencing the Seller Trademarks, and (y) refer to the historical fact that the Business was previously conducted under the Seller Trademarks as necessary, but not for marketing purposes; and (ii) have no obligation to alter, remove or otherwise eliminate any use or reference to any Seller Trademark in (x) any materials or documents stored in archival or electronic backup systems or that otherwise are not public-facing or client-facing or (y) in any existing Contract or in any products, materials (including business papers), documents or media (including Software) already distributed.
(e) For a period lasting until the one-year anniversary of the Closing Date, remove, cover or conceal from all of the assets and properties of the Company Entities and the Transferred Assets any and all Seller Marks. The Seller Parent (on behalf of itself and its Affiliates) hereby grants to Buyer, the extent Purchaser identifies Company Entities and their respective Affiliates a worldwide, fully paid-up, royalty free, non-exclusive license, to use any Intellectual Property Trademarks that are owned by Seller Parent or any of its Affiliates: Affiliates (iincluding the Seller Marks) at Closing, (ii) and that was were used in the operation of the Business as of the Closing, (1) for nine (9) months following the Closing, in connection with any existing, pre-printed literature and packaging materials and (iii2) with respect to all other uses, for six (6) months following the Closing; provided, that is not a such Trademarks are used solely for the Business and in substantially the same manner as such Trademarks were used in the Business as of the Closing; provided further, that Buyer shall ensure that any products of the Business bearing the Seller Trademark Marks or otherwise addressed (directly distributed or indirectly) sold under the Ancillary Agreements, Seller hereby grants Marks are of at least the same level of quality as the same applicable products manufactured and sold by Sellers or their applicable Affiliates prior to the Company Group Closing Date. Such use of the Seller Marks shall be subject to all generally applicable style and its Affiliatesother usage guidelines in effect and used in the Business, on behalf for the Seller Marks immediately prior to the Closing Date (which guidelines have been made available to Buyer or are known by the Transferred Employees). All goodwill associated with such use of the Seller Marks shall inure solely to the benefit of Seller or its applicable Affiliates. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.16(a) shall prohibit the Buyer, the Company Entities or their respective Affiliates from using such Trademarks (and its Affiliatesshall not be considered to be in breach of this Section 6.16(a) as a result of the use of such Trademarks) for internal purposes (provided that Buyer, a perpetual, irrevocable, non-exclusive, worldwide, assignable, sublicensable, royalty-free the Company Entities and fully-paid-up license their respective Affiliates reasonably endeavor to use remove such Intellectual Property so identified to appearances of the Seller solely for use Marks in the ordinary course of the operation of the Business (and natural evolutions thereofBusiness) and or in a manner that does not constitute trademark infringement, including for purposes of regulatory filings, describing the developmentpast ownership or affiliation of the Business, manufacture, sale and distribution or for fair use. As of products and services by the Company Group and its Affiliates.
(f) Prior to the Closing, subject to Section 6.16(b), Seller shallParent shall cease using, and shall cause its Affiliates (other than to cease using, all Trademarks owned by the Company Group) to, at Seller’s own expense, transfer all Registered Intellectual Property to a Company Group Entity and reflect the recordation of such transfers with the applicable Governmental Body and shall otherwise correct any chain-of-title defects or other discrepancies between record ownership and beneficial ownership of such Intellectual Property, including by preparing, executing, filing and recording with the applicable Governmental Bodies all instruments and documents necessary to cure such title defects (such actions, collectively, the “Chain of Title Clean-Up”). To the extent any Governmental Body has not recorded or otherwise processed any filings necessary to effect a complete Chain of Title Clean-up, Seller shall, and shall cause its Affiliates to, cooperate with and assist Purchaser and its Affiliates (including the Company Group) to correct the same following the ClosingEntities.
(gb) For a period Subject to the following provisions of 180 days from this Section 6.16(b), Sellers and their Affiliates shall, within nine (9) months after the Closing Date, Seller remove, cover or conceal from all of the assets and properties of Sellers and their Affiliates the m▇▇▇ “PHOS-CHEK”. Buyer (on behalf of itself and its Affiliates, including, following the Closing, the Company Entities) hereby grants to Sellers and their Affiliates shall ensure that a worldwide, fully paid-up, royalty free, non-exclusive license, to use the website m▇▇▇ “PHOS-CHEK” for nine (i9) months following the Closing, in connection with any existing, pre-printed literature and packaging materials of Sellers and their Affiliates for the Phos-Chek P▇▇, ▇▇▇▇▇://-▇▇▇.▇ ▇▇▇▇, ▇▇▇▇-▇▇▇▇ P42 and Phos-Chek 720 products; provided, that such m▇▇▇ is used solely for Sellers’ and their Affiliates’ respective businesses related to such products and in substantially the same manner as such m▇▇▇ was used in such businesses as of the Closing; provided further, that Sellers shall ensure that any products of Sellers’ and their Affiliates’ respective businesses bearing the m▇▇▇ “PHOS-CHEK” or otherwise distributed or sold under such m▇▇▇ are of at least the same level of quality as such products manufactured and sold by Sellers or their applicable Affiliates prior to the Closing Date. Such use of the m▇▇▇ “PHOS-CHEK” shall be subject to all generally applicable style and other usage guidelines in effect for such m▇▇▇ immediately prior to the Closing Date. All goodwill associated with such use of the m▇▇▇ “PHOS-CHEK” shall inure solely to the benefit of Buyer or the Company Entities or their applicable Affiliates. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.16(b) shall prohibit Sellers and their Affiliates from using the m▇▇▇ “PHOS-CHEK” (and shall not be considered to be in breach of this Section 6.16(b) as a result of the use of such m▇▇▇▇.) for internal purposes (provided that Sellers and their Affiliates reasonably endeavor to remove such appearances of the m▇▇▇/ ▇ in the ordinary course of the operation of their businesses) or in a manner that does not constitute trademark infringement, including for purposes of regulatory filings, describing the past ownership or affiliation of the Business or for fair use. For the avoidance of doubt, nothing in this Agreement shall limit or restrict Sellers or their respective Affiliates from use of any PHOS-formative marks other than “PHOS-CHEK” or marks constituting an abbreviation or extension thereof or that are likely to cause confusion therewith (other than confusion solely due to the use of the word “PHOS”).
(c) Each of the Sellers and the Seller Parent (on behalf of each of itself and its Affiliates) hereby grants (and hereby causes their respective Affiliates to grant) to the Licensed Buyer Entities, effective as of the Closing, a worldwide, fully paid-up, royalty-free, irrevocable, non-terminable, perpetual, non-exclusive license under and to any successor website that serves Intellectual Property (other than Trademarks) owned as of the Closing Date by Sellers or any of their Affiliates and used or held for use in, or necessary for, the conduct of the Business (the “Seller Retained Licensed IP”), including to make, have made, use, sell, offer to sell, and import any product or service, to reproduce, make derivative works of, distribute, display and perform any work, and to use the Seller Retained Licensed IP, in each Seller’s primary website during such time case, solely in the conduct of the Licensed Business. “Licensed Buyer Entities” means, together with their respective successors and permitted assigns, (i) Buyer and the Company Entities, and (ii) ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/markets/environmentaltheir respective Affiliates. “Licensed Business” means (a) the fire safety field, including the research, design, development, manufacture, production, marketing, or sale of, or application science or logistics services with respect to, fire retardants, class A foam or gel, class B foam, or fuel gelling agent (including the Phos-sciences/Chek, each contain (x) a statementFire-Trol and Auxquimia products and including for wildland, to be agreed between municipal, industrial or residential applications, but excluding, for the Parties prior to Closing (or as promptly as practicable thereafteravoidance of doubt, brominated, phosphorous and magnesium fire retardants for various plastic, textile and polyurethane applications), regarding or the sale supply of the Business to Purchaser such products or related equipment or services and (yb) a link the research, design, development, manufacture, production, marketing, or sale of, or application science or logistics services with respect to, phosphorus pentasulfide or the supply thereof or related equipment or services, and, in each case, with respect to the Company Group’s new website(sforegoing clauses (a) and (b), including as engaged in by Seller Parent or any of its Subsidiaries as of, or in the domain names for which six (6) months preceding, the Purchaser shall provide to the Seller prior to date hereof or the Closing Date or as promptly as practicable thereafter)Date.
Appears in 1 contract