Common use of Retained Assets Clause in Contracts

Retained Assets. Supernus expressly understands and agrees that the following assets and properties of SLI (the “Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed Assets: (a) all cash and cash equivalents, including any marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (b) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (c) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (d) the other property and assets of the Retained Business set forth on Schedule 2.02; (e) all books, records, files and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated hereby; (f) all minute books and corporate records of SLI and its Affiliates; (g) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (h) all Tax refunds or credits of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (i) all rights of SLI arising under this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby; (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and (k) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”).

Retained Assets. Supernus expressly understands and agrees that Notwithstanding anything to the contrary herein, the following assets and properties of SLI (the “Retained Assets”) are not, and shall not be retained by SLI and its Affiliates and not included in the Contributed deemed to be, Transferred Assets: (a) all cash and cash equivalents, including any marketable cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, on hand except for (i) deposits securing bonds, letters of credit, leases and all other obligations primarily related to the Healthcare Business, (ii) ▇▇▇▇▇ cash and impressed funds primarily related to the Healthcare Business, and (iii) cash, cash equivalents, certificates of deposit, commercial paper and similar securities held in banks and bank accounts of Halyard or any security deposits in respect of any Retained Asset or Contributed Assetits Subsidiaries; (b) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunderRetained Receivables; (c) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”)any right, including for the avoidance of doubt but without limiting the foregoing the patents title or interest in and patent applicationsto any Tax refund, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (d) the other property and assets of the Retained Business set forth on Schedule 2.02; (e) all books, records, files and papers, whether in hard copy credit or computer format (i) used or held for use in the Retained Business or relating benefit to which any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated hereby; (f) all minute books and corporate records of SLI and its Affiliates; (g) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (h) all Tax refunds or credits of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (i) all rights of SLI arising under this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby; (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇-▇, ▇▇▇▇ Parties is entitled in accordance with the terms of the Tax Matters Agreement; (d) any amounts accrued on the books and records of ▇▇▇▇▇▇▇▇; and-▇▇▇▇▇ or its Subsidiaries with respect to any Retained Liabilities; (e) any right, title or interest in and to any prepaid insurance premiums for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Policies existing immediately prior to the Distribution; (f) all Trademarks and domain names other than those set forth on the Trademark Transfer Agreements as to be transferred to a Halyard Party; (g) all Copyrights and Patents and all business and technical information, nonpatented inventions, patent disclosures, Trade Secrets, Know-How and invention disclosures other than those set forth set forth on the Patent Transfer Agreements as to be transferred to a Halyard Party; (h) all Shared Contracts not set forth on Schedule 2.2(h)(iv); (i) all information technology assets other than those set forth on Schedule 2.2(f); (j) all Excluded Non-Woven Assets; (k) all prepaid expenses, including ad valorem taxes, leases and rentals other assets of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties other than the Transferred Assets; and (collectively, “Prepaid Expenses”l) all other assets set forth on Schedule 2.3(l).

Retained Assets. Supernus expressly understands Notwithstanding anything in this Agreement to the contrary, the Acquired Assets shall not include the Assets which are to be retained by Seller and agrees that the following assets and properties of SLI not sold or assigned to Purchaser (collectively, the “Retained Assets”) ), which shall be retained by SLI and its Affiliates and not included in limited to the Contributed Assetsfollowing: (a) all cash Cash and cash equivalentsCash Equivalents in the aggregate amount equal to (i) the amount required to fund the Wind-Down Budget, including (ii) the amount required to fund any marketable securitiesremaining amounts under the Transition Budget, on hand (iii) the amount required to fund any remaining amounts of the Seller’s Professionals Carve-Out, and in banks and (iv) the amount required to fund any security deposits in respect remaining amounts of any Retained Asset or Contributed Assetthe UCC Professionals Carve-out (if any); (b) insurance policies relating all shares of capital stock or other equity interests in any Subsidiary, or securities convertible into or exchangeable or exerciseable for any such shares of capital stock or other equity interests, to the Business extent that any such shares of capital stock or other equity interest are excluded from the Acquired Assets; (c) all rights of Seller in and to all Contracts other than the Designated Contracts; (d) all deposits and all prepaid charges, Taxes and expenses of Seller solely related to any Retained Asset (including a non-Designated Contract) or Retained Liability, including, without limitation, (i) security deposits with third party suppliers, vendors, service providers or landlords, and lease and rental payments, (ii) rebates, (iii) tenant reimbursements, (iv) prepaid Taxes (including ad valorem Taxes, personal property Taxes and real estate Taxes), and (v) pre- payments, in each case of clauses (i) through (v), solely related to any Retained Asset (including a non-Designated Contract) or Retained Liability. (e) all losses, loss carryforwards and rights to receive refunds, and credits with respect to any and all Taxes of Seller (and/or of its Affiliates); (f) all Tax Returns of Seller; (g) all personnel files for Employees who are not Transferred Employees and personnel files of Transferred Employees that may not be Transferred under Applicable Laws; (h) books and records that Seller is required by Applicable Law to retain to the extent they relate exclusively to the Retained Assets or the Contributed Assets Retained Liabilities; (i) customer relationships, goodwill and other intangible assets relating to, symbolized by or associated exclusively with the Retained Assets; (j) all claims that Seller may have against any Person solely with respect to any other Retained Assets; (k) any of Seller’s director and officer insurance policies, fiduciary policies or employment practices policies (in each case of the foregoing, including any tail policies or coverage thereon), and any of Seller’s rights, claims, creditsdemands, proceedings, causes of action or rights of set off thereunder; (cl) the Devens Excluded Assets and the Wafer Excluded Assets; and (m) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance right and claims of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (d) the other property and assets of the Retained Business set forth on Schedule 2.02; (e) all books, records, files and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated hereby; (f) all minute books and corporate records of SLI and its Affiliates; (g) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (h) all Tax refunds or credits of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (i) all rights of SLI Seller arising under this Agreement or any other Transaction Document to which it is a party or and the transactions contemplated hereby or thereby; (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and (k) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)Ancillary Agreements.

Retained Assets. Supernus expressly understands Anything in Section 2.1 to the contrary notwithstanding, there shall be excluded from the Assets to be sold, assigned, transferred and agrees that conveyed to Purchaser hereunder and not included within the following meaning of the term “Assets” (such excluded assets and properties of SLI (being referred to as the “Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed Assets:): (a) all cash and cash equivalentsrights of Seller under this Agreement, including any marketable securities, on hand and the rights to certain balance sheet items as set forth in banks and any security deposits the Balance Sheet Schedule (Schedule 2.1(d)) in each case in respect of any Retained Asset or Contributed Assetthe Pulp Business of the Closing; (b) insurance policies relating all rights to refunds, rebates or credits of any Taxes for all periods (or partial periods) ending on or prior to the Business or the Contributed Assets Closing Date and all claimsprepayments of Taxes for any period, creditswhether ending prior to, causes of action on or rights thereunderafter the Closing Date, except as may otherwise be provided in Section 2.9(c); (c) any insurance policies and all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”)rights to refunds, rebates or credits under such policies, including for refunds or rebates from WSIB and life insurance premiums paid by Seller prior to the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-HowClosing Date; (d) any deposits or expenses which are prepaid at or prior to the other property and assets of the Retained Business set forth on Schedule 2.02Closing Date; (e) all bookscash, recordsnegotiable securities, files certificates of deposit and papersother cash equivalents, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any and accounts receivable, finished goods inventory and current portion of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated herebydeferred taxes; (f) the Non-Assumed Contracts and all minute books and corporate records rights of SLI and its AffiliatesSeller thereunder; (g) any proceeds of litigation, actions or claims commenced by or against the Pre-Seller in respect of the operation of the Pulp Business or the functioning, use or condition of the assets prior to the Closing Accrued Income and the Pre-Closing ReceivablesDate; (h) all Tax refunds or credits shares in the capital of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective TimeSeller; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit;and (i) any and all rights of SLI arising under this Agreement or any other Transaction Document assets relating to which it is a party or the transactions contemplated hereby or thereby; (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and (k) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)Benefit Plans.

Retained Assets. Supernus expressly understands and agrees that Notwithstanding anything to the contrary herein, the following assets and properties of SLI (the “Retained Assets”) are not, and shall not be retained by SLI and its Affiliates and not included in the Contributed deemed to be, Transferred Assets: (a) all cash and cash equivalents, including any marketable cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset; (b) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; (c) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including except for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; (d) the other property and assets of the Retained Business set forth on Schedule 2.02; (e) all books, records, files and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any deposits securing bonds, letters of the credit, leases and all other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating obligations primarily related to the CompoundsHealthcare Business, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated hereby; (f) all minute books and corporate records of SLI and its Affiliates; (g) the Pre-Closing Accrued Income and the Pre-Closing Receivables; (h) all Tax refunds or credits of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (i) all rights of SLI arising under this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby; (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇cash and impressed funds primarily related to the Healthcare Business, (iii) the Halyard Retained Cash, and (iv) the Thai Withholding Tax Cash (such retained cash, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Retained Cash”); (b) the Retained Receivables; (c) any right, title or interest in and to any Tax refund, credit or benefit to which any of the ▇▇▇▇▇▇▇▇; and-▇▇▇▇▇ Parties is entitled in accordance with the terms of the Tax Matters Agreement; (d) any amounts accrued on the books and records of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or its Subsidiaries with respect to any Retained Liabilities; (e) any right, title or interest in and to any prepaid insurance premiums for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Policies existing immediately prior to the Distribution; (f) all Trademarks and domain names other than those set forth on the Trademark Transfer Agreements as to be transferred to a Halyard Party; (g) all Copyrights and Patents and all business and technical information, nonpatented inventions, patent disclosures, Trade Secrets, Know-How and invention disclosures other than those set forth set forth on the Patent Transfer Agreements as to be transferred to a Halyard Party; (h) all Shared Contracts not set forth on Schedule 2.2(h)(iv); (i) all information technology assets other than those set forth on Schedule 2.2(f); (j) all Excluded Non-Woven Assets; (k) all prepaid expenses, including ad valorem taxes, leases and rentals other assets of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties other than the Transferred Assets; and (collectively, “Prepaid Expenses”l) all other assets set forth on Schedule 2.3(l).

Retained Assets. Supernus expressly understands Anything in Section 2.1 to the contrary notwithstanding, there shall be excluded from the Assets being sold, assigned, transferred and agrees that conveyed to Purchaser hereunder and not included within the following meaning of the term “Assets” (such excluded assets and properties of SLI (being referred to as the “Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed Assets:): (a) all cash rights of Seller under this Agreement, the Finance Purchase Agreement, the Share Purchase Agreement and cash equivalents, including any marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Assetthe Ancillary Agreements; (b) insurance policies all rights of Seller to refunds, rebates or credits of any Taxes relating to the Business Purchased Businesses for all periods (or partial periods) ending on or prior to the Contributed Assets Closing Date, all refunds or returns of any overpayment or erroneous payment of Taxes by Seller prior to the Closing Date and all claimsprepayments of Taxes by Seller for any period, creditswhether ending prior to, causes of action on or rights thereunderafter the Closing Date; (c) all Intellectual Property Rights other than any insurance policies in respect of the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents Assets and patent applications, together with all foreign equivalents prepayments in respect thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-Howall rights to refunds, rebates or credits under such policies; (d) the other property Contracts listed in Schedule 2.2(d) and assets all rights of the Retained Business set forth on Schedule 2.02Seller thereunder; (e) all books, records, files minute books and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any stock ledgers of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated herebySeller; (f) all minute books and corporate records indebtedness to Seller of SLI and its Affiliatesany Affiliate of Seller; (g) Seller’s right, title and interest in the Pre-Closing Accrued Income timberlands owned by Seller in Nova Scotia, including those that have the parcel identification numbers and descriptions set out on Schedule 2.2(g) (the Pre-Closing Receivables“Woodlands”); (h) all Tax refunds or credits the Mill Accounts Receivables, the Mill Inventories and cash and cash equivalents of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or creditPurchased Businesses; (i) all rights proceeds of SLI arising under this Agreement or any other Transaction Document to which it is a party litigation in respect of the Pictou Pulp Mill or the transactions contemplated hereby functioning, use or thereby;condition of the Assets prior to the Closing Date described in Schedule 2.2(i) (the “Retained Litigation”); and (j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI except for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇shares of Canso, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and (k) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”)the shares in the capital of or other equity or proprietary interests in any Person.

Retained Assets. Supernus expressly understands and agrees that Anything in Section 1.1 to the following assets and properties of SLI (the “Retained Assets”) contrary --------------- --- notwithstanding, there shall be retained by SLI excluded from the Assets to be sold, assigned, transferred and its Affiliates conveyed to Buyer hereunder and not included in within the Contributed meaning of the term "Assets:" (such excluded assets being referred to as the "Retained Assets") (a) all cash and cash equivalents, including any marketable securities, on hand and in banks and any security deposits in respect rights of any Retained Asset or Contributed Asset; Seller under this Agreement; (b) insurance policies relating all rights to refunds, rebates or credits of any Taxes for all periods (or partial periods) ending at or prior to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder; Closing Date; (c) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How; any insurance policies; (d) the other property and assets all of the Retained Business set forth on Schedule 2.02; assets and rights of Seller under any benefit plans or benefit arrangements, including but not limited to Seller Benefit Plans (as hereinafter defined, but without limitation by reference to Employees) or to Seller Benefit Arrangements (as hereinafter defined, but without limitation by reference to Employees); (e) all booksany cash, recordsnegotiable securities, files certificates of deposit and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated hereby; cash equivalents; (f) all minute books any deposits received by Seller at or prior to Closing and corporate records of SLI and its Affiliates; any payments or prepayments relating to periods prior to the Closing Date; (g) the Pre-Closing Accrued Income any medical, payroll and the Pre-Closing Receivables; employee personnel and benefit records; (h) all Tax refunds or credits registered and unregistered trademarks, service marks, service names, trade styles and trade names (and supplies bearing any of the Business relating foregoing), and all associated goodwill, all statutory, common law and registered copyrights, all patents, all applications for any of the foregoing and all trade secrets that do not relate primarily to the Pre-Closing Tax PeriodActivity, whether received prior to including without limitation, except as otherwise provided herein or after in the Effective TimeTransition Services and Supply Agreement any rights in the use of the names set forth in Schedule 1.7 (except as provided below); provided that SLI or its Affiliates paid the Tax in respect of such refund or credit; (i) --- all rights confidential and proprietary information of SLI arising under this Agreement or any other Transaction Document Seller that does not relate primarily to which it is a party or the transactions contemplated hereby or thereby; Activity; (j) the Lease Agreement dated November 1any other intangible assets, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇other than those expressly transferred pursuant to Section 1.1 hereof; and (k) any expenses which are --- prepaid at or prior to the Closing, and (l) all prepaid expensesother assets and properties of Seller not specifically referenced as being sold to Buyer pursuant to Section 1.1. --- Buyer shall have the royalty-free right to use the names set forth in Schedule 1.7 for purposes of selling or distributing marketing/brochure material, including ad valorem taxes--- packaging, leases and rentals items of Inventory that contain such names and that are delivered to Buyer at Closing or are purchased by Buyer from Seller during the Transition Period pursuant to the Transition Services Agreement, provided, however, Buyer shall in no event have the right to use the names set forth in Schedule 1.7 in --- connection with packaging and marketing/brochure material after the second anniversary of the Closing Date nor shall Buyer have the right to use the names set forth in Schedule 1.7 in connection with the items of Inventory after the --- third anniversary of the Closing Date. Notwithstanding the above, Seller grants to Buyer a license to use the Secure-All trademark for a renewable term of ten (collectively10) years from the Closing Date for the limited purpose of marketing, “Prepaid Expenses”)distributing and selling patient safety devices generally of the type or related to those patient safety devices described in Exhibit A. The term of use shall - renew automatically for an additional three (3) terms of ten (10) years each. Buyer shall not sell any product in connection with the Secure-All trademark that does not conform to the product standards that Seller may reasonably establish and communicate to Buyer from time to time in order to maintain the consistency and quality of products associated with the Secure-All trademark.