Transitional License Clause Samples

Transitional License. In connection with the purchase of the Purchased Product Inventory, Seller hereby grants Purchaser a non-exclusive, fully paid up, transferable, royalty-free license, with the right to sublicense, (a) the Transitional Trademarks; and (b) product identification numbers (including NDC numbers) or consumer information telephone numbers, in each case, solely to the extent necessary to sell the Purchased Product Inventory after the Closing. Such license shall become effective on the Closing Date and expire six (6) months after the last expiration date on Seller labeled Purchased Product Inventory.

Transitional License. ADT Residential, on behalf of itself and its Affiliates, hereby grants Tyco and its Affiliates a transitional, non-exclusive, non-transferable and royalty-free license to use the ADT Brand in the ADT Residential Territory, solely in connection with any existing business that Tyco has previously operated under the ADT Brand in the ADT Residential Territory, solely in a manner that is both consistent with the nature and quality of Tyco’s past practice and in accordance with the sunset provisions in Schedule F hereto. Tyco acknowledges and agrees that this transitional license expressly excludes the right, after the Trademark Assignment Date, to grant any third party any new sublicense to use the ADT Brand in the ADT Residential Territory. All rights not expressly set forth in this Section 2.7 are expressly reserved by ADT Residential.

Transitional License. Adient, on behalf of itself and its Affiliates, acknowledges that the licenses in Section 2.1 are transitional in nature, and that Adient and its Affiliates shall use commercially reasonable efforts to transition away from all uses of the ▇▇▇▇▇▇▇ Controls Marks promptly after the Effective Time.

Transitional License. Vectrus and its Covered Affiliates acknowledge that the licenses in Section 2.1 are transitional in nature, and that Vectrus and its Covered Affiliates shall use commercially reasonable efforts to transition away from all uses of the EXELIS Marks promptly after the Distribution Date. Vectrus and its Covered Affiliates shall not unreasonably delay until each applicable deadline set forth in Section 2.1 to accomplish the actions specified therein.

Transitional License. Effective only beginning as of the Distribution Date, Licensor, on behalf of itself and the Automation Group, hereby grants to Licensee, subject to the terms set forth in this Agreement, a non-exclusive, non-transferable (except as set forth in Section 11.1), fully paid-up, non-sublicensable (except as set forth in Section 2.4) license to continue to use and display the Transitional Trademarks (solely as further described on Attachment F), solely during the Applicable Transition Period (as further described on Attachment F), solely in the Territory, and solely in a manner that is substantially consistent with the manner used in the operation of the Aerospace Business during the twelve (12)-month period prior to the Distribution Date. Licensee shall, and shall cause the members of the Aerospace Group to, use its and their reasonable best efforts to transition from and phase out use of the Transitional Trademarks within a reasonably prompt period following the Distribution Date, and in any case no later than the end of the Applicable Transition Period.

Transitional License. Effective upon the Closing, for a period not to exceed one hundred and eighty (180) calendar days, Buyer shall grant Seller a non- exclusive, royalty-free right and license to use the Acquired Intellectual Property, including the Business Name, in connection with the wind-down and liquidation of Seller’s estate and the conclusion of the Bankruptcy Case, including for purposes of administering a plan of liquidation of the Excluded Assets, reconciling claims and making distributions.

Transitional License. Effective as of the Closing, and without limiting any other license granted by CTI to Company pursuant to any Transaction Document or other written Contract, CTI hereby grants to Company, Company’s Affiliates and their respective distributors the limited, non-transferable right and license to use the CTI Trade Dress and the CTI Trademarks that have been used by CTI and any of CTI’s Affiliates in connection with their respective marketing, sale and distribution of the Product for Company’s, Company’s Affiliates’ and their respective distributors’ marketing, sale and distribution of the Product in the United States consistent with the past practices of CTI and any of CTI’s Affiliates. Such limited right and license shall include the right to use the CTI Trademarks on the Product Marketing Materials. Such limited right and license will be effective until the Company’s trade dress for the Product is approved by applicable Governmental Entities and the Company has obtained its own marketing materials (in commercial quantities) with respect to the Product bearing such approved trade dress.

Transitional License. With respect to the Transitional Servicemarks and Transitional Old Mutual Domain Names, this Agreement shall commence on the Effective Date and the Transitional License shall terminate automatically, along with all licenses and sublicenses granted therefor hereunder, on the first day following the day that is six (6) months after the end of the Transition Period. .

Transitional License. (a) During the Term, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license (“Transitional License”) for use of the Licensed Marks solely for sales and marketing of automotive specialty finance leads to purchasers of automotive specialty finance leads from Licensee’s automotive specialty finance leads business. The parties acknowledge that the Transitional License does not include any license to use Company’s C▇▇.▇▇▇ domain name or to use the Licensed Marks for any consumer marketing or advertising or for placement on any consumer-facing websites. (b) Licensor shall be the sole and exclusive owner of, and retains all rights, title and interests in and to all, the Licensed Marks, including all trademark and copyright rights and moral rights therein, free from any claim or retention of rights thereto on the part of Licensee or any employee, consultant or agent of Licensee. Licensee will (i) not create a unitary composite m▇▇▇ involving any of the Licensed Marks and one (1) or more of its own trade names, trademarks, service marks, trade dress, logos or other commercial symbols; (ii) at all times display the Licensed Marks with such symbols and notices as Licensor may designate to clearly and sufficiently indicate the registration or other status and ownership thereof by Licensor in accordance with applicable trademark law and practice; (iii) comply with all written guidelines in accordance with this Agreement relating to the use thereof as provided to it by Licensor; (iv) will not seek to register the Licensed Marks in any jurisdiction; (v) will not use the Licensed Marks in the name of any corporate or other entity; (vi) hold itself out as being Licensor; and (vii) in no way use the Licensed Marks in a manner so as to tarnish, blur or dilute the quality, goodwill or reputation of Licensor associated therewith; provided, however, for restrictions (i)-(vii) no claim is made to the exclusive right to use “Car” apart from the Licensed Marks. Licensee acknowledges and agrees that its use of the Licensed Marks as licensed hereunder: (i) will at all times inure to the benefit, and be on behalf, of Licensor; and (ii) will not create in Licensee, nor will Licensee represent that Licensee has, any right, title, or interest in or to the Licensed Marks other than the license expressly granted herein. Licensee agrees not to do anything to contest or impair Licensor’s rights, title or interest in and to any of the Licensed Marks. Except as ...