Certain Intellectual Property Matters. (a) MSC hereby acknowledges and agrees that MPM and its subsidiaries have certain intellectual property and common law rights associated with the word “Momentive” and all related trademarks, service marks, brand names, logos, certification marks, assumed names and trade names, including the “Momentive” stylized logo, colors, and other indicia as used in connection with the name and business of MPM (collectively, “MPM Marks”). During the Term (and during any transition period provided in Section 10.04), MPM hereby agrees not to, and to cause its respective controlled Affiliates not to, assert any claims against MSC, MSC Holdings and their respective controlled Affiliates or joint ventures with respect to the use of the word “Momentive” or any MPM Xxxx in their respective names, businesses and products and services; provided, such use shall be substantially consistent with the trademark practices and quality standards of MPM so as not to weaken the value of the MPM Marks. Such use, and all goodwill associated with such use, shall inure to the benefit of MPM. MPM shall have the right to monitor the quality of the products and services bearing the MPM Marks provided by MSC, including any promotional materials for the same. The MPM Marks shall remain the exclusive property of MPM.
Certain Intellectual Property Matters. If, in connection with its provision of the Shared Services, either Party provides, or provides access to, the other Party and/or its Affiliates any intellectual property, such Party hereby grants the other Party and/or its Affiliates, during the term of this Agreement, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid up license or sublicense (as applicable) to such intellectual property, solely to the extent necessary to provide or receive the Shared Services in accordance with this Agreement; provided, that if the applicable Party does not own such intellectual property, the other Party’s and its Affiliates’ access to, use of and rights for such third-party intellectual property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such intellectual property, which terms and conditions were disclosed or otherwise made available to such Party by the other Party. Upon the termination or expiration of any element or sub-element of the Shared Services pursuant to this Agreement, the license or sublicense, as applicable, to the relevant intellectual property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (except that licenses or sublicenses of a Party’s intellectual property that is embedded in any deliverable provided to the other Party that is intended to be used by such other Party after expiration or termination of the Agreement shall continue solely to the extent necessary to allow such other Party to continue to use such deliverable). Except as expressly provided in this Agreement, each Party shall not acquire any right, title or interest in the other Party’s intellectual property by reason of the provision or receipt of the Shared Services provided under this Agreement. If a Party creates any improvements or derivative works of the other Party’s intellectual property in the course of performing the Shared Services, the other Party shall own all rights in the same. If, in the course of providing any Shared Service, SG Holdings creates or develops any intellectual property in connection with such Shared Services for or on behalf of SG DevCo (“Newly Developed IP”), then, as between the Parties, such Newly De...
Certain Intellectual Property Matters. The Parties also agree to the additional Intellectual Property matters set forth in Schedule 2.1(e).
Certain Intellectual Property Matters. (a) From the Closing until the date that is one hundred eighty (180) days after the Closing (such period, the “Transitional Trademark License Period”), Seller hereby grants the Buyer and the Acquired Companies a worldwide, royalty-free, non-transferable, non-exclusive, irrevocable license to use the Excluded Marks solely in connection with the continued operation of the Business and in accordance with the quality standards in existence as of the Closing. From the end of the Transitional Trademark License Period until the date that is one (1) year after the Closing, Seller hereby grants to the Buyer and the Acquired Companies a worldwide, royalty-free, non-transferable, non-exclusive, irrevocable license to use the Excluded Marks solely in stylized text form in connection with the continued operation of the Business solely for the purpose of explaining the history of the products and services and in accordance with the quality standards in existence as of the Closing. Notwithstanding the foregoing, to the extent that Buyer and the Acquired Companies have not obtained any applicable Permit, authorization, Approval, consent or waiver of any Governmental Entity to allow the Acquired Companies to continue selling (and operating the Business without the use of an Excluded Xxxx with respect to) any particular product or service of the Business in a particular jurisdiction, the Transitional Trademark License Period shall be extended solely with respect to such particular product or service in such particular jurisdiction, and solely to the extent reasonably necessary (taking into account voluntary and best practice processes related to Federal Highway Administration eligibility letters) and for such period of time necessary, to allow the Acquired Companies to continue selling such particular product or service of the Business in such particular jurisdiction until the date that Buyer or the Acquired Companies obtains such applicable Permit, authorization, Approval, consent, waiver or eligibility letter of any Governmental Entity. With respect to each piece of equipment of the Acquired Companies that is leased to a third party as of the Closing and will remain leased to such third party for more than one hundred eighty (180) days after the Closing, the Transitional Trademark License Period with respect to such piece of equipment shall be extended until the earlier to occur of (i) the one (1) year anniversary of the Closing and (ii) thirty (30) days after the date th...
Certain Intellectual Property Matters. The Parties agree that Section 6.22 of the Sellers Disclosure Letter is incorporated herein by reference and shall be binding as if set forth herein, and the Parties agree to take all actions set forth in Section 6.22 of the Sellers Disclosure Letter.
Certain Intellectual Property Matters. The Company shall take all commercially reasonable actions necessary to obtain, or cause its Subsidiaries to obtain, all right, title and interest in and to the Intellectual Property Rights described in Annex E of the Company Disclosure Schedule prior to the Closing Date. The Company shall promptly notify Parent of any rejection or denial by the U.S. Patent and Trademark Office (or any other appropriate bodies) of the Company’s or its Subsidiary’s right, title and interest in and to such Intellectual Property Rights. During the period of time between execution of this Agreement by the parties and the Closing Date, the Company shall provide reasonable documentation to demonstrate its title in the Intellectual Property Rights set forth in Annex G of the Company Disclosure Schedule, as reasonably requested by Parent. In the event the documentation provided by the Company reveals any errors in such title, or the Company is unable to provide such documentation, the Company shall use commercially reasonable efforts to resolve such errors or locate such documentation prior to Closing.
Certain Intellectual Property Matters. (a) Following the Closing and except to the extent permitted under any Ancillary Agreement or other document or instrument delivered under this Agreement or any Ancillary Agreement, Buyer shall, and shall cause the Acquired Entities and each of Buyer’s other Affiliates to: (i) cease to make any use (in any form or manner) of (Y) any names or Trademarks that include the terms “Marathon” or “Marathon Corporation,” or any other Trademark owned by any Seller or any of its Affiliates other than as set forth on Section 5.14(a) of the Seller Disclosure Schedule and/or (Z) any name or Trademark that is derived from, a variant of or otherwise related to, or that contains or comprises any the foregoing names or Trademarks (in part or whole, including any formatives thereof), and including any contractions, combinations, abbreviations, derivations, translations or transliterations of any such names and/or Trademarks, and any names or Trademarks confusingly similar to, or likely to be confusingly similar to, or dilutive of, any of the foregoing, in any jurisdiction in the world (and regardless of whether alone or in combination with any other words, phrases or designs) (collectively, all such names and Trademarks, the “Excluded Marks”), including as part of any company name or Internet domain name; and (i) cease to, and not at any time thereafter, hold itself or themselves out as having any affiliation or association with any Seller or any of its Affiliates. For the avoidance of doubt, “Excluded Marks” shall not include any Business Intellectual Property. Without limiting the generality of the foregoing, within ninety (90) days following the Closing, Buyer shall cause each of the Acquired Entities having a name, Trademark or logo that includes the Excluded Marks to change its name to a name that does not include the Excluded Marks, including making any Governmental Filings necessary to effect such change, and, within ninety (90) days following the Closing, Buyer shall complete the removal of the Excluded Marks from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates (including, after the Closing, the Acquired Entities) shall be deemed to have violated this Section 5.14, even after the periods provided above, by reason of: (i) their use of equipment and other similar articles used i...
Certain Intellectual Property Matters. 16 Section 4.3..............
Certain Intellectual Property Matters. 73 Section 6.23 Termination of Specified Third-Party Investment Advisory Agreements............................................. 74
Certain Intellectual Property Matters. (a) As contemplated by Sections 10 and 14 hereof, Purchaser and Seller have agreed upon resolutions related to the Intellectual Property Matters. As defined herein, the “
