Common use of House Marks Clause in Contracts

House Marks. (a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the “SpinCo Trademarks”), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date. In addition, RemainCo agrees to use its best efforts to change its name to eliminate ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ therefrom, and, if applicable, to cause the members of the RemainCo Group to change their names to eliminate “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ and ▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇” or “B&W” therefrom and to cease and discontinue the use of the term “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇” or “B&W” and any of the SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date. Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change its name to BWX Technologies and that RemainCo and the RemainCo Group may continue to use “BW” and derivations thereof and therefrom (but not “B&W”) in its business or operations after the Distribution Date. SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by RemainCo or any member of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks (e.g., in the event that any SpinCo House ▇▇▇▇ is cited against an application for a RemainCo House ▇▇▇▇). (b) RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House ▇▇▇▇ is cited against an application for a SpinCo House ▇▇▇▇).

House Marks. (a) RemainCo agrees and acknowledges that (i) as of Distribution Datethe date of this Agreement, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the “SpinCo Trademarks”), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date. In addition, RemainCo agrees to use its best efforts to change its name to eliminate ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ therefrom, and, if applicable, to cause the members of the RemainCo Group to change their names to eliminate “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ and ▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇” or “B&W” therefrom and to cease and discontinue the use of the term “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇” or “B&W” and any of the SpinCo Marks in its business or operations as promptly as practicable following the Distribution Date. Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change its name to BWX Technologies and that RemainCo and the RemainCo Group may continue to use “BW” and derivations thereof and therefrom (but not “B&W”) in its business or operations after the Distribution Date. SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, to oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by RemainCo or any member of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks (e.g., in the event that any SpinCo House ▇▇▇▇ is cited against an application for a RemainCo House ▇▇▇▇). (b) RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, to oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House ▇▇▇▇ is cited against an application for a SpinCo House ▇▇▇▇).