Licensed Names and Marks Sample Clauses
Licensed Names and Marks. (a) Subject to Section 4.2(b) and Section 4.2(c), effective on the Distribution Date, SpinCo, on behalf of the SpinCo Group, hereby grants to Parent, RemainCo and each of their respective Subsidiaries and Affiliates a worldwide, non-exclusive, non-transferable (except as set forth in Section 4.2(e)), non-sublicensable (except as set forth in Section 4.2(f)), royalty-free, fully paid-up license to use and display the Restricted Names and Marks and all other Trademarks set forth on Exhibit C (the “Licensed Names and Marks”) for the two (2)-year period immediately following the Distribution Date, in each case, solely (i) in connection with the operation of the CGRP Business (or any natural evolutions or extensions thereof), including to exploit products and services in the operation of the CGRP Business (or any natural evolutions or extensions thereof), and on signage, forms, promotional, marketing and informational materials, stationery, displays (including any use on the Internet), business cards, equipment and other supplies owned or possessed by RemainCo and each of its Subsidiaries as of the Distribution Date, (ii) in accordance with SpinCo’s generally applicable Trademark usage guidelines, as may be provided to RemainCo from time to time, and (iii) as otherwise required to comply with applicable Law.
(b) Within ninety (90) business days after the Distribution Date, RemainCo shall, and shall cause its Subsidiaries to, (i) take all action necessary to change the corporate name of each entity that includes a Licensed Name and ▇▇▇▇ to a name that is not confusingly similar to any Licensed Name and ▇▇▇▇, and (ii) execute all documents as may be necessary to evidence any such name changes; provided that the 90-day time period will be extended to the extent necessary for delays outside of RemainCo’s reasonable control or for a reasonable period of time as is reasonably necessary to mitigate commercial and operational disruption of the applicable name change; provided, further, such extension shall not exceed an additional thirty (30) days without SpinCo’s prior written consent not to be unreasonably withheld.
(c) Except as set forth in this Section 4.2, within two (2) years after the Distribution Date, RemainCo shall, and shall cause each of its Subsidiaries to, (i) cease and discontinue all uses of Licensed Names and Marks; and (ii) eliminate the Licensed Names and Marks from, revise, paint over or otherwise obscure the Licensed Names and Marks, on any signag...
Licensed Names and Marks. (a) The Purchaser hereby acknowledges that all right, title and interest in and to the names and logos “Thomson” and the Thomson starburst design, a copy of which is set forth in Section 6.06(a) of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (the “Thomson Marks”), are owned exclusively by the Seller and its Affiliates (other than Groupe Modulo), and that, except as expressly provided below, any and all right of Groupe Modulo or the Business to use the Thomson Marks shall terminate as of the Closing and shall immediately revert to the Seller and its Affiliates along with any and all goodwill associated therewith. The Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Thomson Marks, except as provided herein.
(b) Except as expressly provided in this Agreement, the Purchaser and Groupe Modulo shall, for a period of six (6) months after the Closing Date, be entitled to use, solely in connection with the operation of the Business as conducted immediately prior to Closing, signs, letterheads, invoice stock, advertisements and promotional materials and Internet domain names, and other documents and materials of the Business (“Licensed Stock”) containing the Thomson Marks, and immediately after the expiration of such six-month period, the Purchaser shall cause the Business to remove or obliterate all Thomson Marks from such Licensed Stock or cease using such Licensed Stock, and transfer to the Seller or, at the Seller’s election, any of its Affiliates any rights with respect to Internet domain names incorporating any Thomson Marks.
(c) Except as expressly provided in this Agreement, the Purchaser shall have the limited right to use the Thomson Marks for a period of three (3) years after the Closing Date on Publications and products and services provided in a tangible form of digital media, i.e. DVDs and CDs (“Digital Media”) solely to the extent that such Publications and Digital Media (x)(A) are part of the existing inventory of finished goods of the Business as of the Closing Date or (B) will be published or re-printed in the ordinary course of business within six (6) months after the Closing Date and (y) incorporated any Thomson Marks as of the Closing Date or, in the case of clause (B) ab...