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. 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 a transitional, non-exclusive license to use the ADT Brand in the ADT Residential Territory, solely in connection with any business that Tyco has previously operated under the ADT Brand in the ADT Residential Territory, solely in a manner that is both consistent with past practice and in accordance with Schedule F hereto.
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 Xxxxxxx 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 for the period beginning on the Closing Date and ending on the {***}† of (i) {***}† days following the Closing Date or (ii) sale or destruction of all Product Inventory and component inventory bearing Seller Trademarks, Seller hereby grants to Buyer and Buyer’s Affiliates and each of their respective distributors the limited, irrevocable royalty-free, non-exclusive, non-transferable, non-sublicensable license, to use the Seller Trademarks that have been used by Seller in connection with its respective marketing, sale and distribution of the Product in the Territory solely for marketing, sale and distribution of the Product in the Territory (including the right to use the Seller Trademarks on the Product Inventory and component inventory bearing Seller Trademark). Notwithstanding the foregoing, the license provide in the preceding sentence shall expire one (1) year from the Closing Date. For purposes of clarity, Buyer’s right to use Seller’s NDC Number is set forth in Section 9.3(b)(iii). All use of the Seller Trademarks by Buyer under this Section 9.2 shall conform to the standards followed by the Seller in operating the business with respect to the Product prior to the Closing Date, and upon reasonable notice to Buyer, Seller shall have the right to review the standards used by Buyer to operate the business with respect to the Product after the Closing Date to ensure Buyer’s compliance with this requirement related to the Seller Trademarks. Following such time period, Buyer and Buyer’s Affiliates will not use, in any manner or for any purpose, directly or indirectly, the Seller Trademarks. All use of the Seller Trademarks by Buyer or Buyer’s Affiliates shall inure to the benefit of Seller, as the case may be. Buyer hereby acknowledges and agrees that no right, license or any transfer is granted by Seller to Buyer or its Affiliates by implication or otherwise with respect to the Seller Trademarks, except as provided in this Section 9.2. Seller retains and shall retain all right, title and interest in and to, and shall be responsible for maintaining, the Seller Trademarks. Nothing herein is intended to restrict Buyer’s right at any time to (a) manufacture, market, commercialize, sell or distribute Product in the Territory having the same shape, size, configuration, packaging and labeling as that used by Seller prior to the Closing Date; or (b) operate website(s) having the same “look and feel” used by Seller on Product website(s) prior to the Clos...
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 Cxx.xxx domain name or to use the Licensed Marks for any consumer marketing or advertising or for placement on any consumer-facing websites.
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. 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. Subject to the terms and conditions of this Agreement (including Exhibit D) and without limiting the license or any rights granted to AMPSA and each of the other AMP Entities under Section 5.2 with respect to the Ardagh Name, effective as of the date hereof, AGSA hereby grants to AMPSA and each of the other AMP Entities a worldwide, non-sublicensable (except as set forth in this Section 5.3), indivisible license to, for a period of twelve (12) months after the date hereof unless an extension is agreed to by AGSA (and AGSA hereby acknowledges and agrees that (i) its agreement to an extension shall not be unreasonably withheld and (ii) an extension for a period of twelve (12) months shall not be considered unreasonable), continue to use, and continue to permit its and their respective suppliers, vendors, distributors, sub-distributors, resellers, marketing representatives, agents and other Persons (the “Transitional Sublicensees”) to use, the Ardagh Name and the following logo: (the “Ardagh Logo”) (including the Ardagh Name and the Ardagh Logo in combination) solely for uses generally consistent with the uses (including with respect to quality of goods and services and, with respect to the Transitional Sublicensees, solely for the benefit of the AMP Business and generally consistent with the current uses by such Persons), as applicable, of the Ardagh Name and Ardagh Logo (including in combination) in connection with the AMP Business as of the date of this Agreement (including uses on, in connection with or in relation to any products and services of the AMP Business) (the “Transitional License”). AMPSA shall, and shall cause the other AMP Entities and the Transitional Sublicensees, to use commercially reasonable efforts to transition the AMP Business reasonably promptly away from any uses by the AMP Business of the Ardagh Name and the Ardagh Logo (including in combination) that are not within the scope of the Ardagh Name License. The Fees payable for Corporate Services during the Initial Term pursuant to Section 3.1 are inclusive of the entire consideration due in respect of the Transitional License.
