Common use of Phase-Out Clause in Contracts

Phase-Out. Notwithstanding the restrictions set forth in Section 2.3(a)(ii), in order to facilitate the orderly transition from use in the P&M Technologies Business of CRANE-Formative Marks that incorporate a design comprising the word CRANE in a rectangular box (as depicted in Part 1 of Schedule 3) or any design similar thereto (the “Box Design”), ▇▇▇▇▇ Company agrees that Crane NXT and its Affiliates shall, for a period of five (5) years after the Effective Date (subject to Section 3.2), have the right to use the Box Design in any Trademarks containing or comprising the Box Design that are used in the P&M Technologies Business as of immediately prior to the Effective Date, solely in the P&M Technologies business, in substantially the same manner as so used as of immediately prior to the Effective Date. For clarity, Crane NXT and its Affiliates shall use the Box Design solely in accordance with the requirements set forth in Section 3.1. As soon as reasonably practicable after the Effective Date, and in no event later than the end of the foregoing five (5) year period, Crane NXT shall, and shall cause its Affiliates to, phase-out and cease use of the Box Design. All goodwill generated by Crane NXT or its Affiliates’ use of the Box Design pursuant to this Section 2.7 shall inure to the benefit of Crane Company and its Affiliates. Without limiting the foregoing or any other provisions of this Agreement, Crane NXT shall not, and shall cause its Affiliates not to, use the Box Design in any manner that reflects negatively on Crane Company or its Affiliates, or any of its or their Trademarks. Crane Company shall have the right to terminate Crane NXT’s and its Affiliates’ rights to use the Box Design under this Section 2.7, effective immediately upon notice to Crane NXT, if Crane NXT or its Affiliates use the Box Design in violation of this Section 2.7 in any material respect and does not cure such violation within sixty (60) days of written notice thereof.