Common use of Use of Marks Clause in Contracts

Use of Marks. (a) Except as expressly provided in this Section 5.15, neither Purchaser nor any of its Affiliates shall use, or have the right to use, any of the following marks of Parent or any member of the Parent Group: the “United Technologies,” “UTC,” “UTX names,” or the UTC gear icon logo, or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly similar thereto (the “UTC Names”). Purchaser promptly (but in any case within fifteen (15) Business Days of Closing) shall cause each of the Transferred Entities having a corporate name that includes the UTC Names to apply to change its corporate name to a name that does not include any UTC Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities may, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, continue temporarily to use the UTC Names following the Closing strictly in accordance with this Section 5.15(b); provided that Purchaser shall, and shall cause its Affiliates (including, after the Closing, the Transferred Entities) (i) not to hold itself out as having any affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), and (ii) to use commercially reasonable efforts to minimize and eliminate use of the UTC Names. In any event, as soon as practicable after the Closing Date (and in any event within one hundred and twenty (120) days thereafter) Purchaser shall and shall cause each of its Affiliates (including, after the Closing, the Transferred Entities) to (i) cease and discontinue use of all UTC Names and (ii) complete the removal of the UTC Names from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities to the extent such removal is reasonably practicable under the circumstances. (c) For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) from using or referencing the UTC Names in a manner that would constitute “fair use” under applicable Law if such use were made by any other Person.

Use of Marks. (a) Except as expressly provided in this Section 5.155.13, neither Purchaser nor any of its Affiliates shall use, or have or acquire the right to use, any of the following marks of Parent use or any member of other rights in the Parent Group: the “United Technologies,” “UTC,” “UTX names,” or the UTC gear icon logo, or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly similar thereto Names. Within twenty (the “UTC Names”). Purchaser promptly (but in any case within fifteen (1520) Business Days of Closing) , Purchaser shall cause each of the Transferred Entities having a corporate name name, trademark, service m▇▇▇ or logo that includes the UTC Parent Names to apply (“Corporate Names”) to change its corporate name to a name that does not include any UTC Parent Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities mayExcept as provided in Section 5.13(a) with respect to the change of Corporate Names, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, may continue temporarily to use the UTC Parent Names following the Closing strictly Closing, to the extent and in accordance with this Section 5.15(b); provided that the same manner as used immediately prior to Closing, so long as Purchaser shall, and shall cause its Affiliates to, (including, i) immediately after the Closing, the Transferred Entities) (i) not cease to hold itself out as having any affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), its Affiliates and (ii) to use commercially reasonable best efforts to minimize and eliminate use of the UTC Names. In any eventParent Names by the Transferred Entities; provided, that as soon as practicable after the Closing Date (and in any event within one hundred and twenty (120) days thereafter) ), Purchaser shall and shall cause each of its Affiliates (including, after the Closing, the Transferred Entities) Entities to (i) cease and discontinue use of all UTC Parent Names and (ii) complete the removal of the UTC Parent Names from all products, services, platforms, websites, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities to the extent such removal is reasonably practicable under the circumstancesassets. (c) For purposes of this Section 5.13, Parent Names do not include the avoidance of doubteBay Motors Group Marks, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (includingeBay Kleinanzeigen Marks and eBay Classifieds Group Marks, after and the ClosingeBay Motors Group Domain, the Transferred Entities) from using or referencing eBay Kleinanzeigen Domain and the UTC Names eBay Classifieds Group Domain, which are dealt with exclusively in a manner that would constitute “fair use” under applicable Law if such use were made by any other Personthe Intellectual Property Matters Agreement.

Use of Marks. (a) Except as expressly provided in this Section 5.15, neither Purchaser nor any of its Affiliates shall use, or have or acquire the right to use, any of the following marks of Parent or any member of other rights in the Parent Group: the “United Technologies,” “UTC,” “UTX names,” or the UTC gear icon logo, or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly similar thereto Names. Within twenty (the “UTC Names”). Purchaser promptly (but in any case within fifteen (1520) Business Days of Closing) , Purchaser shall use reasonable best efforts to cause each of the Transferred Entities having a corporate name name, trademark, service ▇▇▇▇ or logo that includes the UTC Parent Names to apply (“Corporate Names”) to change its corporate name to a name that does not include any UTC Parent Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities mayExcept as provided in Section 5.15(a) with respect to the change of Corporate Names, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, may continue temporarily to use the UTC Parent Names following the Closing strictly Closing, to the extent and in accordance with this Section 5.15(b); provided that the same manner as used immediately prior to Closing, so long as Purchaser shall, and shall cause its Affiliates Affiliates, to (including, i) immediately after the Closing, the Transferred Entities) (i) not cease to hold itself out as having any affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), its Affiliates and (ii) to use commercially reasonable best efforts to minimize and eliminate use of the UTC Names. In any eventParent Names by the Transferred Entities; provided, that as soon as practicable after the Closing Date (and in any event within one one-hundred and twenty (120) days thereafter) Purchaser shall and shall cause each of its Affiliates (including, after the Closing, the Transferred Entities) to Entities to, other than as set forth in Section 5.15(c), (ix) cease and discontinue use of all UTC Parent Names and (iiy) complete the removal of the UTC Parent Names from all products, services, platforms, websites, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities to the extent such removal is reasonably practicable under the circumstancesassets. (c) For Notwithstanding anything to the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (including, after the Closingcontrary herein, the Transferred EntitiesEntities shall not be in breach of this Section 5.15, even after the one-hundred twenty (120) from using day period provided in Section 5.15(b) by reason of any use by Purchaser, its Affiliates or referencing the UTC Transferred Entities of the Parent Names in that constitutes a manner that would constitute “fair use” under applicable Law if such use were made by any other PersonLaw.

Use of Marks. (a) Except as expressly provided in this Section 5.155.13, neither Purchaser nor any of its Affiliates shall use, or have or acquire the right to useuse or any other rights in, any of the following marks of Parent Seller or any member of the Parent Group: the “United Technologies,” “UTC,” “UTX names,” or the UTC gear icon logo, its Affiliates or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly of Seller or any of its Affiliates, or any name, trademark, service ▇▇▇▇ or logo that, in the reasonable judgment of Seller, is similar thereto to any of the foregoing (the “UTC Seller Names”) other than those set forth on Schedule 5.13(a). For clarity, the Seller Names shall not include the Registered Business Intellectual Property or any other name, trademark, service ▇▇▇▇ or logo owned by the Transferred Entities or otherwise included in the Purchased Assets. Within thirty (30) calendar days of the Closing, Purchaser promptly (but in any case within fifteen (15) Business Days of Closing) shall cause each of the Transferred Entities having a corporate name name, trademark, service ▇▇▇▇ or logo that includes the UTC Seller Names to apply to change its corporate name to a name that does not include any UTC Seller Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities may, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, may continue temporarily to use the UTC Seller Names following the Closing strictly Closing, to the extent and in accordance with this Section 5.15(b); provided that substantially the same manner used immediately prior to the Closing, so long as Purchaser shall, and shall cause its Affiliates to, (including, i) immediately after the Closing, the Transferred Entities) (i) not cease to hold itself out as having any affiliation with Parent Seller or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), its Affiliates and (ii) to use commercially reasonable efforts to minimize and eliminate use of the UTC NamesSeller Names by the Transferred Entities. In any event, as soon as practicable within thirty (30) days after the Closing Date (and in any event within one hundred and twenty (120) days thereafter) Date, Purchaser shall and shall cause each of its Affiliates (including, after the Closing, the Transferred Entities) Entities to (iA) cease and discontinue use of all UTC Seller Names (including by filing certificates of name change for the applicable Transferred Entities) and (iiB) complete the removal of the UTC Seller Names from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities to the extent such removal is reasonably practicable under the circumstancesBusiness. (c) For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) from using or referencing the UTC Names in a manner that would constitute “fair use” under applicable Law if such use were made by any other Person.

Use of Marks. (a) Except as expressly provided in this Section 5.155.13, neither Purchaser nor any of its Affiliates shall use, or have or acquire the right to useuse or any other rights in, any of the following marks of Parent or any member of the Parent Group: the its Affiliates, including “United Technologies,” “UTC,” “UTX names,Hologic” or the UTC gear icon logo, “Science of Sure” or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly of Parent or any of its Affiliates, or any name, trademark, service ▇▇▇▇ or logo that, in the reasonable judgment of Parent, is similar thereto to any of the foregoing (the “UTC Parent Names”). Purchaser promptly (but in any case within fifteen (15) Business Days of Closing) shall cause each of the Transferred Entities having a corporate name that includes the UTC Names to apply to change its corporate name to a name that does not include any UTC Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities may, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, may continue temporarily to use the UTC Parent Names following the Closing strictly Closing, in accordance with this Section 5.15(b); provided that the manner in which such Parent Names were used in the Business in the twelve (12) months prior to the Closing, so long as Purchaser shall, and shall cause its Affiliates (includingAffiliates, after the Closing, the Transferred Entities) to (i) not promptly following the Closing cease to hold itself and themselves out as having any affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), its Affiliates and (ii) to use commercially reasonable efforts to minimize and eliminate use of the UTC NamesParent Names by the Transferred Entities. In any event, as soon as practicable after the Closing Date (and in any event within one hundred and twenty eighty (120180) days thereafter) Purchaser shall and shall cause each of its Affiliates (including, after the Closing, the Transferred Entities) Entities to (iA) cease and discontinue use of all UTC Parent Names and (iiB) complete the removal of the UTC Parent Names from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of assets; provided that nothing in this Section 5.13 shall preclude the Transferred Entities from making, at any time, any reference to the extent such removal is Parent Names in internal or archived historical, tax, employment or similar records or reasonably practicable under necessary or appropriate to describe the circumstanceshistorical relationship of the Parent and its Affiliates with the Transferred Entities or as otherwise required by applicable Laws. (c) For Parent, on behalf of itself and its Affiliates, hereby agrees not to (i) use, register, or attempt to register, any Marks that incorporate the avoidance word “Cynosure” (the “Cynosure ▇▇▇▇”); (ii) contest or deny the validity or enforceability of doubtthe Cynosure ▇▇▇▇ or Parent’s and its Affiliates’ (or their (sub)licensees’) ownership of, nothing or interests or rights in, the Cynosure ▇▇▇▇; or (iii) oppose, object to, or seek to cancel any registration for the Cynosure ▇▇▇▇. (d) Parent and its Affiliates may continue temporarily to use the Cynosure ▇▇▇▇ following the Closing, in this Agreement the manner in which such Cynosure Marks were used by the Retained Businesses prior to Closing, so long as Parent shall, and shall be construed cause its Affiliates, to (i) promptly following the Closing, cease to hold itself out as restricting or limiting Purchaser having any affiliation with Cynosure or any of its Affiliates and (includingii) use commercially reasonable efforts to minimize and eliminate use of the Cynosure ▇▇▇▇ by members of the Parent Group as promptly as practicable. In any event, as soon as practicable after the ClosingClosing Date (and in any event within ninety (90) days thereafter) Parent shall and shall cause each of its Affiliates to (A) cease and discontinue use of the Cynosure ▇▇▇▇ and (B) complete the removal of the Cynosure ▇▇▇▇ from all products, the Transferred Entities) from using signage, vehicles, properties, technical information, stationery and promotional or referencing the UTC Names in a manner that would constitute “fair use” under applicable Law if such use were made by any other Personmarketing materials and other assets.

Use of Marks. (a) Except as expressly provided in this Section 5.155.14, neither Purchaser nor any of its Affiliates shall use, or have or acquire the right to use, use or any of the following other rights in any marks of Parent or any member of the Parent Group: the its Affiliates, including “United Technologies,” “UTC,” or “UTX namesUTX,” or the UTC gear icon logo, logo or “Carrier,” “Climate Controls & Security,” “CCS,” “Transicold,” “Building and Industrial Systems,” or “BIS,” or any variations or derivatives thereof thereof, or any namesname, trademarkstrademark, service marks ▇▇▇▇ or logos logo that are is confusingly similar thereto to any of the foregoing (the “UTC Names”). Purchaser promptly Within twenty (but in any case within fifteen (1520) Business Days of Closing) , Purchaser shall cause each of the Transferred Entities Companies having a corporate name name, trademark, service ▇▇▇▇ or logo that includes the UTC Names to apply to change its corporate name to a name that does not include any UTC Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. For the avoidance of doubt, nothing in this Section 5.14(a) shall limit the rights of Purchaser and its Affiliates with respect to the marks of the Business set forth on Section 5.14(a) of the Seller Disclosure Schedule; provided, that the Sellers and TFEM shall be permitted to continue to maintain and use TFEM’s existing name in the ordinary course pending the completion of the formal dissolution of TFEM and until such time as TFEM has been dissolved under applicable Law and shall no longer require the use of its name, which dissolution the Sellers will use their commercially reasonable efforts to effectuate as promptly as reasonably practicable following the Closing. (b) The Transferred Entities may, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, Companies may continue temporarily to use the UTC Names following the Closing strictly in accordance with this Section 5.15(b); provided that so long as Purchaser shall, and shall cause its Affiliates Affiliates, including the Transferred Companies, to (including, i) immediately after the Closing, the Transferred Entities) (i) not cease to hold itself out as having any affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), its Affiliates and (ii) to use commercially reasonable efforts to minimize and eliminate use of the UTC NamesNames by its Affiliates, including the Transferred Companies. In any event, as soon as practicable after the Closing Date (and in any event within one hundred and twenty ninety (12090) days thereafter) Purchaser shall and shall cause each of its Affiliates (including, after the Closing, including the Transferred EntitiesCompanies) to (i) cease and discontinue use of all UTC Names and (ii) complete the removal of the UTC Names from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities to the extent such removal is reasonably practicable under the circumstancesassets. (c) For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) from using or referencing the UTC Names in a manner that would constitute “fair use” under applicable Law if such use were made by any other Person.

Use of Marks. (a) Except as expressly provided in this Section 5.155.13(a), neither Purchaser Parent nor any of its Affiliates shall use, or have the right to use, any of the following marks of Parent or any member of the Parent Group: Group grants Purchaser Parent or any of its Subsidiaries rights to use the “United Technologies,” “UTC,” “UTX names,” trademarks of Parent or the UTC gear icon logoParent Group after Closing (excluding, for the avoidance of doubt, any trademarks included in the Owned Intellectual Property). Purchaser Parent shall promptly (and in any case within 30 days after Closing) cause each of the Transferred Entities having a corporate name that includes the terms “Alliance Data”, “ADS”, “Alliance Data FHC”, or “ADI, LLC” or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly similar thereto (the collectively, “UTC NamesAlliance Data Marks”). Purchaser promptly (but in any case within fifteen (15) Business Days of Closing) shall cause each of the Transferred Entities having a corporate name that includes the UTC Names to apply to change its corporate name to a name that does not include any UTC NameAlliance Data ▇▇▇▇, including making within fifteen (15) Business Days of 30 days after Closing any legal filings necessary to effect such change. For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser Parent or any of its Subsidiaries (including, after the Closing, the Transferred Entities) from using or referencing the Alliance Data Marks in Tax, legal, employment or other records as required by Law or the rules of any applicable stock exchange or in a manner that would constitute “fair use” under applicable Law if such use were made by another Person. (b) The Transferred Entities may, and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, continue temporarily to use the UTC Names following Alliance Data Marks for no more than 30 days after Closing in substantially the Closing same manner the Transferred Entities used such marks before the Closing. The Transferred Entities’ use of the Alliance Data Marks shall be strictly in accordance with this Section 5.15(b5.13(b); provided that . Purchaser Parent shall, and shall cause its Affiliates Subsidiaries (including, after the Closing, the Transferred Entities) to (i) not to hold itself out as having any current affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names Alliance Data Marks as contemplated herein), and (ii) to use commercially reasonable best efforts to minimize and eliminate use of the UTC NamesAlliance Data Marks. In any event, as soon as practicable after the Closing Date (Date, and in any event within one hundred and twenty (120) 60 days thereafter) , Purchaser Parent shall and shall cause each of its Affiliates Subsidiaries (including, after the Closing, the Transferred Entities) to (iA) cease and discontinue use of all UTC Names Alliance Data Marks and (iiB) to the extent in the control of Purchaser Parent or its Subsidiaries (including, after the Closing, the Transferred Entities), complete the removal of the UTC Names Alliance Data Marks from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities to the extent such removal is reasonably practicable under the circumstancesviewable by third parties. (c) For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) from using or referencing the UTC Names in a manner that would constitute “fair use” under applicable Law if such use were made by any other Person.

Use of Marks. (a) Except as expressly provided in this Section 5.156.13 or the Ancillary Agreements, neither Purchaser nor any of its their respective Affiliates or any Transferred Entity shall use, or have or acquire the right to useuse or any other rights in, any of the following marks Marks of Parent or any member of its Affiliates that are set forth on Section 6.13 of the Parent Group: the Disclosure Schedule, including “United Technologies,CROWN CASTLE”, “CCI” “UTC,” “UTX names,” or the UTC gear icon logo, or any variations or derivatives thereof or any names, trademarks, service marks or logos of Parent or any of its Affiliates, or any name or Marks that are confusingly similar thereto to any of the foregoing (the “UTC Parent Names”). Purchaser promptly Within thirty (but in any case within fifteen (1530) Business Days of the Closing) , the applicable Purchaser shall cause each of the Transferred Entities having a corporate name that includes the UTC Names to apply to change its corporate name to a name that does not include any UTC Parent Name, including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities maySubject to the terms and conditions of this Section 6.13(b), and Parent and its Affiliates, as applicable, hereby grant to the Transferred Entities a limited, non-exclusive, non-transferable, non-sublicensable right to, may continue temporarily to use the UTC Parent Names following the Closing, solely to the extent used by the Business immediately prior to the Closing; provided, that (i) the Transferred Entities may only use such Parent Names in substantially the same manner and form as such Parent Names were used by the Business immediately prior to the Closing strictly in accordance with this Section 5.15(b); provided that and (ii) each Purchaser and each of the Transferred Entities shall, and shall cause its their Affiliates to, (including, A) immediately after the Closing, the Transferred Entities) (i) not cease to hold itself out as having any affiliation with Parent or any member of the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), its Affiliates and (iiB) to use commercially reasonable efforts to minimize and eliminate use of the UTC NamesParent Names by the Transferred Entities. In any event, as soon as practicable after the Closing Date (and in any event within one hundred and twenty (120) 180 days thereafter) , each Purchaser shall and shall cause each of its Affiliates (including, after the Closing, the Transferred Entities) Entities to (ix) cease and discontinue use of all UTC Parent Names; provided, that the Purchaser and the Transferred Entities shall have the right to use the Parent Names at all times after the Closing Date as required by applicable Law, on historical legal and business documents and solely as they appear on such materials for archival and internal record purposes only, and as permitted by “fair use” principles solely to factually indicate that the Business had been owned by Parent, and (iiy) complete the removal or papering over of the UTC Parent Names from all products, equipment, signage, vehicles, properties, websites, technical information, stationery and promotional or other marketing materials and other assets assets; provided, that (1) each Purchaser shall have a period of two (2) years to complete such removal of the Transferred Entities Parent Names from public-facing physical infrastructure that is impracticable to reasonably remove in such 180 days’ timeframe (including, for example, on handhole covers installed prior to the Closing Date, but excluding in all cases building and property signage) and (2) the Parties acknowledge and agree that each Purchaser shall not be required to remove or paper over Parent Names appearing on fiber optic cabling, conduits or related underground infrastructure solely to the extent such removal is reasonably practicable under installed prior to the circumstancesClosing Date. (c) For the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) from using or referencing the UTC Names in a manner that would constitute “fair use” under applicable Law if such use were made by any other Person.

Use of Marks. (a) Except as expressly provided in this Section 5.155.12, neither Purchaser nor any of its Affiliates shall use, or have or acquire the right to use, any of the following marks of Parent use or any member of other rights in, the Parent Group: the “United Technologies,” “UTC,” “UTX names,” or the UTC gear icon logo, or any variations or derivatives thereof or any names, trademarks, service marks or logos that are confusingly similar thereto Names. Within twenty five (the “UTC Names”). Purchaser promptly (but in any case within fifteen (1525) Business Days of the Closing) , Purchaser shall use reasonable best efforts to cause each of the Transferred Entities having a corporate name that includes the UTC Names to apply Company to change its corporate name and that of its branch office to a name that does not include any UTC Namename, trademark, service ▇▇▇▇ or logo that includes the Parent Names (“Corporate Names”), including making within fifteen (15) Business Days of Closing any legal filings necessary to effect such change. (b) The Transferred Entities may, and Parent and its Affiliates, Except as applicable, hereby grant provided in Section 5.12(a) with respect to the Transferred Entities a limitedchange of Corporate Names, non-exclusive, non-transferable, non-sublicensable right to, the Company may continue temporarily to use the UTC Parent Names following the Closing strictly Closing, to the extent and in accordance with this Section 5.15(b); provided that the same manner as used immediately prior to Closing, so long as the Company shall (and Purchaser shall, and shall cause its Affiliates to), (including, i) immediately after the Closing, the Transferred Entities) (i) not cease to hold itself the Company out as having any affiliation with Parent or any member of its Affiliates (other than regarding the Parent Group (except to the extent such affiliation is implied by the use of the UTC Names as contemplated herein), Retained Interest) and (ii) to use commercially reasonable best efforts to minimize and eliminate use of the UTC Names. In any event, Parent Names by the Company (including its branch office); provided that as soon as practicable after the Closing Date (and in any event within one hundred and twenty ninety (12090) days thereafter) ), Purchaser shall and shall cause each of the Company (including its Affiliates (including, after the Closing, the Transferred Entitiesbranch office) to (iA) cease and discontinue use of all UTC Parent Names and (iiB) complete the removal of the UTC Parent Names from all products, services, platforms, websites, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets of the Transferred Entities except to the extent such removal is reasonably practicable under necessary to describe the circumstancesRetained Interest. (c) For Notwithstanding anything to the avoidance contrary herein, the Company shall not be in breach of doubtthis Section 5.12, nothing even after the ninety (90) day period provided in this Agreement shall be construed as restricting or limiting Section 5.12(b), by reason of any use by Purchaser or any of its Affiliates (including, after the Closing, the Transferred EntitiesCompany) from using or referencing of the UTC Parent Names in that constitutes a manner that would constitute “nominative fair use” under applicable Law if Law; provided that such use were made by does not give rise to a likelihood of confusion as to the source or origin of any other Persongoods or services or imply any endorsement by, or ongoing association with, Parent or any of its Subsidiaries.