Common use of Transitional Use Clause in Contracts

Transitional Use. Notwithstanding the foregoing requirements of Sections 5.2(a) and (b), if any Party or any member of a Party’s Group exercised good faith efforts to comply with Sections 5.2(a) and (b) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable Law such that an Other Party ▇▇▇▇ remains in such Party’s or its Group member’s corporate name, then the relevant Party or its Group member will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the applicable time set out in the applicable Schedule 5.2(b), said twelve (12) month period subject to a request for an extension of time by the Party attempting to effectuate said name change and consent by the other Parties that is not to be unreasonably withheld. In such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party ▇▇▇▇ that is in such Party’s or Group member’s corporate name which includes references to “Healthcare”, “Electronics” or “Tyco” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s corporate name can be changed to remove and eliminate such references.

Appears in 3 contracts

Sources: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Tyco International LTD /Ber/)