Seller Names and Marks. (a) Solely with respect to the limited and specific uses and time periods, and subject to the other terms and conditions, set forth in this Section 6.07:
Seller Names and Marks. Following the Closing, Buyer shall, and shall cause its controlled Affiliates to, cease and discontinue any and all uses of the Seller Names and Marks and remove all Seller Names and Marks from the Transferred Assets and any other materials of Buyer or any of its controlled Affiliates.
Seller Names and Marks. (a) Except as set forth in this Section 4.08, from and after the Closing, the Purchaser shall not use, or permit any of its Affiliates to use, any of the Seller Names and Marks in the operation or ownership of the Transferred Assets or Transferred Entities (including the MCC Business) and the Purchaser shall, as soon as practicable, and in any event within three (3) months following the Closing Date, remove, strike over or otherwise obliterate all of the Seller Names and Marks from all materials, including signage, vehicles, facilities, business cards, schedules, stationery, packaging materials, displays, promotional materials, manuals, forms, software or other materials; provided, however, that the Seller shall extend such time period for up to an additional thirty (30) days upon the reasonable request of the Purchaser. However, for clarity, the foregoing sentence does not require the Purchaser or its Affiliates to remove any the Seller Names and Marks solely to the extent they are included as of the Closing Date in any source code, internal programmer help files, internal build materials, or internal product development materials included in the Transferred Assets to the extent not publicly displayed. Furthermore, without limiting either Party’s obligations regarding confidentiality, public statements or other matters under this Agreement, this Section 4.08 shall not be construed to prohibit the Purchaser or its Affiliates from referring to the Seller Names and Marks in factual descriptions of the Seller’s prior ownership of the MCC Business for historical or informational purposes, provided, that, such marks are not used as a Trademark. From and after the Closing until such removal occurs (and in any event no later three (3) months following the Closing Date, subject to extension), subject to the terms and conditions hereof, the Seller hereby grants the Purchaser and its Affiliates a limited, personal, non-assignable and non-sublicensable, non-exclusive license to use the Seller Names and Marks used in the MCC Business solely in connection with transitioning to new names and marks in accordance with this Section 4.08. Any use by the Purchaser or any of its Affiliates of any of the Seller Names and Marks used in the MCC Business as permitted in this Section 4.08 is subject to their use of such Seller Names and Marks in a form and manner, and with standards of quality, of that in effect for the Seller Names and Marks as used in the MCC Business as of the ...
Seller Names and Marks. (a) Except with respect to the Transferred Intellectual Property, the parties acknowledge and agree that no party grants any license or other right with respect to any of its Intellectual Property to the other party under this Agreement, whether by implication, estoppel, exhaustion or otherwise, and each party retains and reserves all rights with respect to its Intellectual Property not expressly granted under this Agreement. 58
Seller Names and Marks. Effective as of the Closing, Purchaser shall, and shall cause its Affiliates to, cease any and all uses of any Trademarks that constitute, include, are derived from or is confusingly similar to Trademarks of Seller and its Affiliates other than the Transitional Marks. Purchaser acknowledges and agrees that the Trademarks of Seller and its Affiliates shall remain the exclusive property of Seller and its respective Affiliates, as applicable, and Purchaser shall have no right to use and shall receive no interest in any Trademark of Seller or its Affiliates pursuant to this Agreement, other than the limited use of Transitional Marks expressly set forth in this Section 5.11. Effective as of the Closing, Purchaser shall, and shall cause its Affiliates to, as soon as reasonably practicable, cease any and all uses of the Transitional Marks, including by no later than 90 days after the Closing Date, (i) deleting all the Transitional Marks from all public or customer-facing materials, including, as applicable, all business cards, schedules, stationery, packaging materials, displays, promotional materials, forms, websites, e-mail, computer software and systems and other materials, and deleting or stickering over the Transitional Marks in all manuals, distributed in connection with the Business, and (ii) removing all the Transitional Marks from all signage at the real property occupied by the Business. Purchaser shall not use the Transitional Marks in a manner that could reasonably be expected to reflect negatively on such name and marks or on Seller or any of its respective Affiliates.
Seller Names and Marks. The Company shall, for a period of twelve (12) months after the Closing Date, have a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty free license to use the Seller Names and Seller Marks. No later than one (1) month after the Closing Date, the Company shall cause each Company Subsidiary that has the words “Home Solutions” or “Home Infusion Solutions” in its name to remove such words from its name.
Seller Names and Marks. For a period of one hundred twenty days following the Closing Date, the Company shall have a non-exclusive, non-assignable, fully paid-up, royalty-free, license to use all marks, trade dress and logos owned by Seller or its Affiliates (other than the Company) and used in the Business as of the Closing (including on products, signage, vehicles, properties, technical information and promotional materials).
Seller Names and Marks. (65) Except as expressly provided in the Transaction Agreements, in no event shall the Buyer or any of its Affiliates have any right to use, nor shall the Buyer or any of its Affiliates use, the Trademarks of Seller or its Affiliates (collectively, the “Seller Names and Marks”), or any other xxxx that is confusingly similar to any of the Seller Names and Marks, in any jurisdiction worldwide.
Seller Names and Marks. Except as expressly provided in the Transition Services Agreement and Distribution Agreement, as of and following the First Closing, the Purchaser shall, and shall cause its Affiliates to, (a) cease and discontinue any and all uses of Seller Names and Marks and (b) not hold itself out as having any affiliation with the Seller or any of its Affiliates.
Seller Names and Marks. (a) Except as expressly permitted under the Supply Agreement, immediately following the Closing Date (and in any event within eight (8) months thereafter with respect to the Yale® branded electronic residential businesses in the U.S. and Canada and twelve (12) months thereafter with respect to the Emtek® branded business), Buyer shall, and shall cause its Affiliates (including, as of the Closing, the Acquired Entities) to, (i) cease and discontinue any and all uses of Seller Names and Marks, (ii) destroy and dispose of, or otherwise remove all Seller Names and Marks from, any materials of Buyer or any of its Affiliates (including, as of the Closing, the Acquired Entities) bearing any Seller Names and Marks and (iii) cause their names to be changed to such other names that do not include the Seller Names and Marks and make all necessary filings, and use reasonable best efforts to cause all applicable Governmental Authorities, to change all applications, registrations and filings, including corporate names, seals and certificates of Buyer and its Affiliates (including, as of the Closing, the Acquired Entities), such that they will not include any Seller Names and Marks; provided, however, that, to the extent that it is necessary for the name of any Acquired Entity to continue to include any Seller Names and Marks in connection with the provision or receipt of any services pursuant to the Transition Services Agreement, Buyer shall not, and shall cause its Affiliates (including, as of the Closing, the Acquired Entities) not to, cause such name to be changed as contemplated herein until the expiration of the Transition Services Agreement or otherwise such earlier date mutually agreed upon by Buyer and Seller. Any use by Buyer or its Affiliates (including, as of the Closing, the Acquired Entities) of the Seller Names and Marks during the limited period provided in this Section 6.04 shall be (A) solely in connection with goods, products and services that are (x) the type of goods, products and services in connection with which Seller and its Affiliates were using the Seller Names and Marks as of Closing and (y) of a quality at least as high as the quality of goods, products and services provided by Seller and its Affiliates immediately prior to the Closing and (B) subject to all style and other usage guidelines in effect for the Seller Names and Marks immediately prior to the Closing. All goodwill associated with the use by Buyer and its Affiliates (including, as...
