Common use of Trademarks and Other Intellectual Property Clause in Contracts

Trademarks and Other Intellectual Property. (1) The Purchaser acknowledges and agrees that, it is not acquiring any rights in or to any Excluded Intellectual Property, and following the Closing, none of the Purchaser or any of its Affiliates shall have any right, title or interest in or to, or right to use, and the Purchaser covenants that it and its Affiliates will not hereafter adopt, use, apply to register or register, or authorize others to adopt, use, apply to register or register, any Trademarks consisting of, incorporating or confusingly similar to any Vendor Marks except as expressly permitted by the Transition Services Agreement or Distribution Agreement. Nothing in this Agreement shall prevent (x) the Purchaser and its Affiliates from adopting, using, applying to register or registering any Trademark consisting of or containing any generic term contained in any Vendor Mark registration or application, (y) the Vendor and its Affiliates from adopting, using, applying to register or registering any Trademark consisting of or containing any generic term contained in any Trademark registration or application included in the Intellectual Property, or (z) the Purchaser and its Affiliates from using in the Business any Books and Records rightfully used by the Purchaser and its Affiliates and necessary for the continued operation of the Business notwithstanding that such items may have displayed thereon or embodied therein a Vendor Mark, so long as such use does not constitute use as a Trademark of a Vendor Mark under Applicable Law.

Trademarks and Other Intellectual Property. (1) The Purchaser acknowledges and agrees that, it is not acquiring any rights in or to any Excluded Intellectual Property, and following the Closing, none of the Purchaser or any of its Affiliates shall have any right, title or interest in or to, or right to use, and the Purchaser covenants that it and its Affiliates will not hereafter adopt, use, apply to register or register, or authorize others to adopt, use, apply to register or register, any Trademarks consisting of, incorporating or confusingly similar to any Vendor Marks except as expressly permitted by the Transition Services Agreement or Distribution Agreement. Nothing in this Agreement shall prevent (x) the Purchaser and its Affiliates from adopting, using, applying to register or registering any Trademark consisting of or containing any generic term contained in any Vendor Mark Xxxx registration or application, (y) the Vendor and its Affiliates from adopting, using, applying to register or registering any Trademark consisting of or containing any generic term contained in any Trademark registration or application included in the Intellectual Property, or (z) the Purchaser and its Affiliates from using in the Business any Books and Records rightfully used by the Purchaser and its Affiliates and necessary for the continued operation of the Business notwithstanding that such items may have displayed thereon or embodied therein a Vendor MarkXxxx, so long as such use does not constitute use as a Trademark of a Vendor Mark Xxxx under Applicable Law.