Common use of Legal Names and Other Parties’ Trademarks Clause in Contracts

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, including, with respect to the SpinCo Group’s cessation of the use of Trademarks, “AIMCO”, “Apartment Investment and Management Company” or any other Trademark comprising or containing “AIMCO” and “Apartment Investment and Management Company” (B) any Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SpinCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo or in the case of any member of the DevCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCo, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve (12) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks or on the other Party or its Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve thirty (1230) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) months days thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Affiliates (including, with respect to in the SpinCo Group’s cessation case of the use of TrademarksMastech, “AIMCO”, “Apartment Investment and Management CompanyiGATE” or any other name or Trademark comprising containing the words “iGATE”, and in the case of iGATE, “Mastech” or any other name or Trademark containing the words “AIMCO” Mastech”) and “Apartment Investment and Management Company” (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SpinCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo or in the case of any member of the DevCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCoiGATE, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve thirty (1230) months days following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software Software and other materials and systems; provided, however, that Mastech shall promptly after the Distribution Date and continuing for a period of thirty (30) days post a disclaimer in a form and manner reasonably acceptable to iGATE on the extent publicly distributed or observable“xxx.xxxxxxx.xxx” website informing its customers that as of the Effective Time and thereafter Mastech, and not iGATE, is responsible for the operation of the Mastech Business, including such website and any applicable services. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 4.2 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such the Other Party Marks as of the Effective Time. Neither Party’s The Parties shall (and shall cause the other members of its Group shall to) not use the Other Party Marks as permitted in this Section 4.2 in a manner that may is reasonably likely to reflect negatively on such Trademarks names or marks, or on the other Party or its GroupAffiliates.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary AgreementAgreement or in this ARTICLE VII, as soon as reasonably practicable promptly after the Distribution Date, but in any event within twelve (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) months thereafterEffective Time, each Party shall cease (and shall cause all of the other members of its respective Group Members to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, including, with respect to the SpinCo Group’s cessation of the use of Trademarks, “AIMCO”, “Apartment Investment Affiliates and Management Company” or any other Trademark comprising or containing “AIMCO” and “Apartment Investment and Management Company” (B) any names or Trademarks confusingly similar thereto or dilutive thereof (thereof, with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates ((A) and (B) collectively, in respect of each Party in reference to the other Party or such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group Member thereof from (1) in the case of any member of the SpinCo GroupGroup Member, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo Parent or in the case of any member of the DevCo GroupParent Group Member, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCo, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party Third Party made such use or would otherwise be legally permissible for any unaffiliated third party Third Party without the consent of the Party owning such Other Party Xxxx, (3) in connection with publicly displaying materials in existence as of the Effective Time that are owned by a Party or any Group Member thereof immediately after the Effective Time, but that bear any Other Party Marks, for archival purposes or historical purposes (such as in a museum or museum-like display), and (34) making references in internal historical historical, corporate and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve (12) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks or on the other Party or its Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, Effective Time but in any event within twelve (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) six months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): ) (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Subsidiaries or Affiliates (including, with respect to in the SpinCo Group’s cessation case of the use of TrademarksSpinco, “AIMCO”, “Apartment Investment and Management CompanyONEOK” or any other Trademark comprising or containing “AIMCO” ONEOK, Inc.”) and “Apartment Investment and Management Company” (B) any names or Trademarks related thereto, including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s and its Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with any of the other Party or such other Party’s or such Party’s Subsidiaries or Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) stating in the case of any member of the SpinCo Group, making factual and accurate reference in a non-prominent manner advertising or any other communication that it was is formerly affiliated a Parent affiliate or otherwise describing its historical relationships with DevCo Parent, the other Party and their respective Subsidiaries or in the case of any member of the DevCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCo, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent Consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, practicable but in no event later than twelve (12) six months following the Distribution DateEffective Time, each Party shall (and cause all of the other members of each Party’s Group shall, and shall cause each of its Group to) Affiliates to remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Subsidiaries’ and Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any Any use by any Party of the Parties or any of such Party’s their Subsidiaries or Affiliates of any of the Other Party Marks as permitted in this Section 7.3 5.1 is subject to their compliance with all the quality control standards and related requirements and guidelines in effect for such the Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks or on the other Party or its Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, applicable Relevant Time but in any event within twelve (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) six months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): ) (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the any other Party Parties or such other Party’s Affiliates, Parties’ Subsidiaries or Affiliates (including, with respect to in the SpinCo Group’s cessation case of the use of TrademarksForestar and Guaranty, “AIMCO”, “Apartment Investment and Management CompanyTemple-Inland” or any other Trademark comprising or containing “AIMCO” Temple-Inland Inc.”) and “Apartment Investment and Management Company” (B) any names or Trademarks related thereto, including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Parties and their Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with any of the other Party Parties or such other Party’s Parties’ Subsidiaries or Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) stating in the case of any member of the SpinCo Group, making factual and accurate reference in a non-prominent manner advertising or any other communication that it was is formerly affiliated a Temple-Inland affiliate or otherwise describing its historical relationships with DevCo Temple-Inland, the other Party and their respective Subsidiaries or in the case of any member of the DevCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCo, (2) making use of any Other Party Xxxx Mxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent Consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax recordsMxxx. In furtherance of the foregoing, as soon as practicable, practicable but in no event later than twelve (12) six months following the Distribution Dateapplicable Relevant Time, each Party shall (and cause all of the other members of each Party’s Group shall, and shall cause each of its Group to) Affiliates to remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Subsidiaries’ and Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any Any use by any Party of the Parties or any of such Party’s their Subsidiaries or Affiliates of any of the Other Party Marks as permitted in this Section 7.3 5.1 is subject to their compliance with all the quality control standards and related requirements and guidelines in effect for such the Other Party Marks as of the Effective Time. Neither Party’s Group No use of the term “Guaranty Bank” shall use the Other be made by any Party Marks in a manner that may reflect negatively on such Trademarks or on the other Party or its Groupviolates applicable Law.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve thirty (1230) months days thereafter, SpinCo QCP shall change (and shall cause all of the other members of the SpinCo QCP Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a), as applicable, to be amended to remove any reference to “AIMCOHCP.” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve ninety (1290) months days thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Affiliates (including, with respect to the SpinCo QCP Group’s cessation of the use of Trademarks, “AIMCO”HCP,” “HCP, Inc.,” the interlinking squares logo, the slogan “Apartment Investment and Management CompanyBuilding Healthy Partnerships” or any other name or Trademark comprising containing the word “HCP” or owned by any member of the HCP Group, and in the case of the HCP Group’s cessation of the use of Trademarks, “Quality Care Properties” or “Quality Care Properties, Inc.” or any other name or Trademark containing the words “AIMCOQuality Care Properties” or owned by any member of the QCP Group) and “Apartment Investment and Management Company” (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SpinCo QCP Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo HCP or in the case of any member of the DevCo HCP Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCoQCP, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve ninety (1290) months days following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such the Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks name and marks or on the other Party or its Party’s Group. Following the Effective Time, each member of each Party’s Group shall cease to hold itself out as having any affiliation with the other Party’s Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary AgreementAgreement or in this Article IX, as soon as reasonably practicable promptly after the Distribution Date, but in any event within twelve (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) months thereafterEffective Time, each Party shall cease (and shall cause all of the other members of its respective Group Members to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Affiliates (including, with respect to in the SpinCo Group’s cessation case of the use of TrademarksEHP, “AIMCO”, Edgewell” or “Apartment Investment and Management Edgewell Personal Care Company” or any other name or Trademark comprising containing the words “Edgewell”, and in the case of EPC, “Energizer” or “Energizer Holdings, Inc.” or any other name or Trademark containing the words “AIMCO” Energizer”) and “Apartment Investment and Management Company” (B) any names or Trademarks confusingly similar thereto or dilutive thereof (thereof, with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates ((A) and (B) collectively, in respect of each Party in reference to the other Party or such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group Member thereof from (1) in the case of any member of the SpinCo GroupEHP Group Member, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo EPC or in the case of any member of the DevCo GroupEPC Group Member, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCoEHP, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party Third Party made such use or would otherwise be legally permissible for any unaffiliated third party Third Party without the consent of the Party owning such Other Party Xxxx, (3) in connection with publicly displaying materials in existence as of the Effective Time that are owned by a Party or any Group Member thereof immediately after the Effective Time, but that bear any Other Party Marks, for archival purposes or historical purposes (such as in a museum or museum-like display), and (34) making references in internal historical historical, corporate and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve (12) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks or on the other Party or its Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary AgreementAgreement or in this Article IX, as soon as reasonably practicable promptly after the Distribution Date, but in any event within twelve (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (12) months thereafterEffective Time, each Party shall cease (and shall cause all of the other members of its respective Group Members to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Affiliates (including, with respect to in the SpinCo Group’s cessation case of the use of TrademarksEHP, “AIMCO”, Edgewell” or “Apartment Investment and Management Edgewell Personal Care Company” or any other name or Trademark comprising containing the words “Edgewell”, and in the case of EPC, “Energizer” or “Energizer Holdings, Inc.” or any other name or Trademark containing the words “AIMCO” Energizer”) and “Apartment Investment and Management Company” (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates ((A) and (B) collectively, in respect of each Party in reference to the other Party or such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group Member thereof from (1) in the case of any member of the SpinCo GroupEHP Group Member, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo EPC or in the case of any member of the DevCo GroupEPC Group Member, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCoEHP, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party Third Party made such use or would otherwise be legally permissible for any unaffiliated third party Third Party without the consent of the Party owning such Other Party Xxxx, (3) in connection with publicly displaying materials in existence as of the Effective Time that are owned by a Party or any Group Member thereof immediately after the Effective Time, but that bear any Other Party Marks, for archival purposes or historical purposes (such as in a museum or museum-like display), and (34) making references in internal historical historical, corporate and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve (12) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks or on the other Party or its Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve thirty (1230) months days thereafter, SpinCo QCP shall change (and shall cause all of the other members of the SpinCo QCP Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a), as applicable, to be amended to remove any reference to “AIMCOHCP.” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve ninety (1290) months days thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Affiliates (including, with respect to the SpinCo QCP Group’s cessation of the use of Trademarks, “AIMCO”HCP,” “HCP, Inc.,” the interlinking squares logo, the slogan “Apartment Investment and Management CompanyBuilding Healthy Partnerships” or any other name or Trademark comprising containing the word “HCP” or owned by any member of the HCP Group, and in the case of the HCP Group’s cessation of the use of Trademarks, “Quality Care Properties” or “Quality Care Properties, Inc.” or any other name or Trademark containing the words “AIMCOQuality Care Properties” or owned by any member of the QCP Group) and “Apartment Investment and Management Company” (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the SpinCo QCP Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with DevCo HCP or in the case of any member of the DevCo HCP Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCoQCP, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party Third Party made such use or would otherwise be legally permissible for any unaffiliated third party Third Party without the consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve ninety (1290) months days following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems, to the extent publicly distributed or observable. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 7.3 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such the Other Party Marks as of the Effective Time. Neither Party’s Group shall use the Other Party Marks in a manner that may reflect negatively on such Trademarks name and marks or on the other Party or its Party’s Group. Following the Effective Time, each member of each Party’s Group shall cease to hold itself out as having any affiliation with the other Party’s Group.

Legal Names and Other Parties’ Trademarks. (a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve six (12) months thereafter, SpinCo shall change (and shall cause all of the other members of the SpinCo Group to change) its name and cause its certificate of incorporation (or equivalent organization documents) and any d/b/a, as applicable, to be amended to remove any reference to “AIMCO” and “Apartment Investment and Management Company”. Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within twelve (126) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates, Subsidiaries or Affiliates (including, with respect to in the SpinCo Group’s cessation case of the use of TrademarksQEP, “AIMCO”, Questar” or “Apartment Investment and Management CompanyQuestar Corporation” or any other name or Trademark comprising or containing the word “AIMCOQuestar” and in the case of Questar, “Apartment Investment QEP” or “QEP Resources, Inc.” or any other name or Trademark containing the initials “QEP”) and Management Company” (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Subsidiaries or Affiliates, the “Other Party Marks”), it being understood that QEP’s use of any name or Trademark containing “QEP” shall not be deemed to be confusingly similar or dilutive of Questar’s Trademarks, and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Subsidiaries or Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) stating in the case of any member of the SpinCo Group, making factual and accurate reference in a non-prominent manner advertising or any other communication that it was is formerly affiliated with DevCo a Questar Affiliate or in the case of any member of the DevCo Group, making factual and accurate reference in a non-prominent manner that it was formerly affiliated with SpinCo, (2) making use of any Other Party Xxxx in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the Party owning such Other Party Xxxx, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than twelve six (126) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Subsidiaries’ and Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, to however, that Questar shall promptly after the extent publicly distributed or observableDistribution Date post a disclaimer on its website that as of the Effective Date and thereafter QEP, and not Questar, is responsible for the operation of the QEP Business. Each Party hereby grants the other Party a non-exclusive, non-sublicensable, non-transferable license under its Trademarks to use such Trademarks solely as and for so long as permitted pursuant to the foregoing in this Section 7.3; provided that any Any use by any Party or any of such Party’s Subsidiaries or Affiliates of any of the Other Party Marks as permitted in this Section 7.3 5.2 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for such the Other Party Marks as of the Effective TimeDate. Neither Party’s Group Questar shall use assign to QEP on or before the Other Party Marks Effective Date, without further consideration, all its right, title and interest in a manner that may reflect negatively on trademark applications which were filed by Questar involving the names QEP Resources, QEP Energy, QEP Field Services and QEP Marketing and make all appropriate filings with the U.S. Patent and Trade Office to effect such Trademarks or on the other Party or its Groupassignments.