Common use of Seller Names and Marks Clause in Contracts

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 Closing Date. The Purchaser and its Affiliates shall not use such Seller Names and Marks in a manner that may reflect negatively on such name and marks or on the Seller or its Affiliates.

Seller Names and Marks. (a) Except as set forth in this Section 4.085.09 or the Cross-License Agreement, from and after the Closing, the Purchaser Group 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 Education Entities (including the MCC Business) and the Purchaser Group shall, as soon as practicable, and in any event within three one hundred fifty (3150) months days 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 Group 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 publically displayed. Furthermore, without limiting either Party’s obligations regarding confidentiality, public statements or other matters under this Agreement, this Section 4.08 5.09 shall not be construed to prohibit the Purchaser Group 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, 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 than one hundred fifty (3150) months days following the Closing Date, subject to extension), subject to the terms and conditions hereof, the Seller hereby grants the Purchaser Group 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 4.085.09. Any use by the Purchaser Group 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 5.09 is subject to their use of such the 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 Closing Date. The Purchaser Group and its Affiliates shall not use such the Seller Names and Marks in a manner that may reflect negatively on such name and marks or on the Seller or its Affiliates.

Seller Names and Marks. (a) Except as set forth in this Section 4.084.09, from and after the Closing, the Purchaser Group 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 Nutrition Entities (including the MCC Business) and the Purchaser Group shall, as soon as practicable, and in any event within three twelve (312) 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 Purchasermaterials and products. However, for clarity, the foregoing sentence does not require the Purchaser Group 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 or other internal documents, policies and materials, 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 4.09 shall not be construed to prohibit the Purchaser Group 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, 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 than twelve (312) months following the Closing Date, subject to extension), subject to the terms and conditions hereof, the Seller hereby grants the Purchaser Group and its Affiliates a limited, personal, non-assignable and non-sublicensablesublicensable (except to contractors engaged to perform services with respect to the Business and as sublicensed by Seller or any of the Nutrition Entities in connection with the Business prior to the Closing Date), non-exclusive license to use the Seller Names and Marks used in the MCC Business solely in connection with operating the Business and transitioning to new names and marks in accordance with this Section 4.084.09. Any use by the Purchaser Group 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 4.09 is subject to their use of such the 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 Closing Date. Seller acknowledges and agrees that the Nutrition Entities’ current use of the Seller Names and Marks meets such usage requirements and the current operations, products and services meet standards of quality. The Purchaser Group and its Affiliates shall not use such the Seller Names and Marks in a manner that may reflect reflects negatively on such name Seller Names and marks Marks or on the Seller or its 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-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 Closing Date. The Purchaser and its Affiliates shall not use such Seller Names and Marks in a manner that may reflect negatively on such name and marks or on the Seller or its Affiliates.