Common use of Intellectual Property Rights and Restrictions Clause in Contracts

Intellectual Property Rights and Restrictions. (a) Promptly upon the Closing, Purchaser shall cause each division of the Business and each Conveyed Company (each, a “Purchased Division”) to change its name to a name that does not include “Tyco”, “Tyco Electronics”, any of Seller’s Marks or any derivatives thereof or anything confusingly similar thereto and Purchaser, each Affiliate thereof, the Purchased Division(s) and their respective directors, officers, successors, assigns, agents or representatives shall not register or attempt to register, and shall not directly or indirectly use (except as permitted in this Section 5.9(a)), in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register, in connection with any products or services anywhere in the world in any medium, any name, ▇▇▇▇ or symbol that includes, is identical to or is confusingly similar to, any of the trademarks, service marks, domain names, trade names or other indicia of origin set forth on Schedule 5.9(a) of the Seller Disclosure Letter or any other indicia of origin characterized as an Excluded Asset under this Agreement (collectively, “Seller’s Marks”), nor shall any of them challenge or assist any third party in opposing the rights of Seller or any Affiliate of Seller anywhere in the world in any such Intellectual Property. For the avoidance of doubt, in no event shall any of the Transferred Intellectual Property be deemed to constitute Intellectual Property that includes, is identical to or is confusingly similar to, any of Seller’s Marks. Purchaser acknowledges and agrees that (except as provided for in this Section 5.9(a)) no right or grant is provided for herein for Purchaser or any Purchased Division to (i) use any of Seller’s Marks alone or in combination with any other ▇▇▇▇, name or term or (ii) grant sublicenses to any of Seller’s Marks for any purpose whatsoever. Subject to the restrictions set forth herein, Seller hereby grants to Purchaser effective as of the Closing Date a personal, worldwide, nonexclusive, royalty-free and fully paid license for four (4) months after the Closing Date, to use tools, dies and molds acquired by Purchaser hereunder which carry one or more of Seller’s Marks to be cast, struck or molded into Inventory. Purchaser shall in any event phase out such use of such tools, dies and molds as soon as is reasonably practicable and, in particular, shall if practicable remove the cast for such marks from each such tool, die or mold on the first occasion after the Closing Date when such tool, die or mold is refurbished. Notwithstanding the foregoing, Seller hereby grants to Purchaser, effective as of the Closing Date, a personal, worldwide, nonexclusive, royalty-free and fully paid license to use Seller’s Marks solely with respect to Inventory as of the Closing Date. Such limited license shall terminate four (4) months after the Closing Date regardless of whether or not Inventory branded with Seller’s Marks remain in Inventory of Purchaser or any Purchased Division. Inventory subject to this license does not need to be rebranded if sold prior to termination of the four-month license period. All use of Seller’s Marks as permitted hereunder shall inure to the benefit of Seller. Purchaser shall ensure that immediately following the Closing Date any hypertext links to Internet websites operated by Seller or its Affiliates and any other use of Seller’s Marks are removed from any Internet web sites operated by any Purchased Division or included in the Purchased Assets. (b) Promptly upon the Closing, Seller shall cause each of its Affiliates, as applicable, to change its name to a name that does not include “Dulmison”, any of the Transferred Intellectual Property Marks or any derivatives thereof or anything confusingly similar thereto and Seller, its Affiliates and their respective directors, officers, successors, assigns, agents or representatives shall not register or attempt to register, and shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register, in connection with any products or services anywhere in the world in any medium, any name, ▇▇▇▇ or symbol that includes, is identical to or is confusingly similar to, any of the trademarks, service marks, domain names, trade names or other indicia of origin set forth on Schedule 5.9(b) of the Seller Disclosure Letter or characterized as a Purchased Asset under this Agreement (collectively, “Purchased Marks”), nor shall any of them challenge or assist any third party in opposing the rights of Purchaser or any Affiliate of Purchaser anywhere in the world in any such Intellectual Property. Notwithstanding the foregoing, from and after the Closing Date: (i) Purchaser hereby grants to Seller and its Affiliates a perpetual, worldwide, nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paid license under the Transferred Intellectual Property (other than Purchased Marks) to make, have made, use, sell, offer for sale and import, reproduce, perform, display or distribute any products derived from or related to the Insulator Business. (ii) Purchaser hereby grants to Seller and its Affiliates a three (3) year, worldwide, nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paid license under the Purchased Marks to use, reproduce and affix the Purchased Marks solely in connection with the Insulator Business. (iii) Purchaser hereby grants to Seller and its Affiliates an irrevocable, worldwide, nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paid license under the Purchased Marks (A) to use the Purchased Marks in any marketing materials existing on the date of the Closing until the time that such marketing materials are consumed in the ordinary course of business (but in no event longer than twelve (12) months after the Closing Date), (B) for four (4) months after the Closing Date to use any tools, dies and molds which carry the Purchased Marks, other than with respect to (1) high voltage connector systems for sub-stations and (2) low voltage products, for which such period shall be nine (9) months, and (C) for Inventory existing on the date of Closing and any Inventory created with such tools, dies or molds (but in no event longer than one (1) year after the Closing Date, other than other than with respect to (1) high voltage connector systems for sub-stations and (2) low voltage products, for which such period shall be eighteen (18) months); provided, however, that nothing in this clause (iii) shall relieve Seller from its obligation to comply with Section 5.7. The licenses contemplated in Sections 5.9(b)(i),(ii) and (iii) shall include the right of Seller and its Affiliates to grant sublicenses solely to any third party that acquires from Seller or any of its Affiliates, whether by a stock sale, an asset sale, or a merger or consolidation, (x) in the case of Sections 5.9(i) and (ii), the Insulator Business and (y) in the case of Section 5.9(iii), any of their business units or product lines.

Intellectual Property Rights and Restrictions. (a) Promptly Immediately upon the Closing, Purchaser shall cause each division of the Business and each Conveyed Company (each, a “Purchased Division”) to change its name to a name that does not include “TycoTE”, “Tyco ElectronicsTE Connectivity”, any of Seller’s Marks or any derivatives thereof or anything confusingly similar thereto and Purchaser, each Affiliate thereof, the Purchased Division(s) and their respective directors, officers, successors, assigns, agents or representatives shall not register or attempt to register, and shall not directly or indirectly use (except as permitted in this Section 5.9(a)), in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register, in connection with any products or services anywhere in the world in any medium, any name, ▇▇▇▇ or symbol that includes, is identical to or is confusingly similar to, any of the trademarks, service marks, domain names, trade names or other indicia of origin set forth on Schedule 5.9(a) of the Seller Disclosure Letter or any other indicia of origin characterized as an Excluded Asset under this Agreement (collectively, “Seller’s Marks”), nor shall any of them challenge or assist any third party in opposing the rights of Seller or any Affiliate of Seller anywhere in the world in any such Intellectual Property. For the avoidance of doubt, in no event shall any of the Transferred Intellectual Property be deemed to constitute Intellectual Property that includes, is identical to or is confusingly similar to, any of Seller’s Marks. Purchaser acknowledges and agrees that (except as provided for in this Section 5.9(a)) no right or grant is provided for herein for Purchaser or any Purchased Division to (i) use any of Seller’s Marks alone or in combination with any other ▇▇▇▇, name or term or (ii) grant sublicenses to any of Seller’s Marks for any purpose whatsoever. Subject to the restrictions set forth herein, Seller hereby grants to Purchaser effective as of the Closing Date a personal, worldwide, nonexclusive, royalty-free and fully paid license for four (4) months after the Closing Date, to use tools, dies and molds acquired by Purchaser hereunder which carry one or more of Seller’s Marks to be cast, struck or molded into Inventory. Purchaser shall in any event phase out such use of such tools, dies and molds as soon as is reasonably practicable and, in particular, shall if practicable remove the cast for such marks from each such tool, die or mold on the first occasion after the Closing Date when such tool, die or mold is refurbished. Notwithstanding the foregoing, Seller hereby grants to Purchaser, effective as of the Closing Date, a personal, worldwide, nonexclusive, royalty-free and fully paid license to use Seller’s Marks solely with respect to Inventory as of the Closing Date. Such limited license shall terminate four (4) months after the Closing Date regardless of whether or not Inventory branded with Seller’s Marks remain in Inventory of Purchaser or any Purchased Division. Inventory subject to this license does not need to be rebranded if sold prior to termination of the four-month license period. All use of Seller’s Marks as permitted hereunder shall inure to the benefit of Seller. Purchaser shall ensure that immediately following the Closing Date any hypertext links to Internet websites operated by Seller or its Affiliates and any other use of Seller’s Marks are removed from any Internet web sites operated by any Purchased Division or included in the Purchased Assets. (b) Promptly upon the Closing, Seller shall cause each of its Affiliates, as applicable, to change its name to a name that does not include “Dulmison”, any of the Transferred Intellectual Property Marks or any derivatives thereof or anything confusingly similar thereto and Seller, its Affiliates and their respective directors, officers, successors, assigns, agents or representatives shall not register or attempt to register, and shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register, in connection with any products or services anywhere in the world in any medium, any name, ▇▇▇▇ or symbol that includes, is identical to or is confusingly similar to, any of the trademarks, service marks, domain names, trade names or other indicia of origin set forth on Schedule 5.9(b) 5.9 of the Seller Disclosure Letter or any other indicia of origin characterized as a Purchased an Excluded Asset under this Agreement (collectively, “Purchased Seller’s Marks”), nor shall any of them challenge or assist any third party Person in opposing the rights of Purchaser Seller or any Affiliate of Purchaser Seller anywhere in the world in any such Intellectual Property. Notwithstanding For the foregoingavoidance of doubt, from in no event shall any of the Transferred Intellectual Property be deemed to constitute Intellectual Property that includes, is identical to or is confusingly similar to, any of Seller’s Marks. Purchaser acknowledges and after the Closing Date: agrees that, except as provided in this Section 5.9, no right or grant is provided for herein for Purchaser or any Purchased Division to (i) Purchaser use any of Seller’s Marks alone or in combination with any other ▇▇▇▇, name or term or (ii) grant sublicenses to any of Seller’s Marks for any purpose whatsoever. Subject to the restrictions set forth herein, Seller hereby grants to Seller and its Affiliates Purchaser effective as of the Closing Date a perpetualpersonal, worldwide, nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paid license under for four (4) months after the Transferred Intellectual Property Closing Date, to use tools, dies and molds acquired by Purchaser hereunder which carry one or more of Seller’s Marks to be cast, struck or molded into Inventory (other than Purchased Marks) to makethe “Post Closing Inventory”). Purchaser shall in any event phase out such use of such tools, have madedies and molds as soon as is reasonably practicable and, usein particular, sellshall if practicable remove the cast for such marks from each such tool, offer for sale and importdie or mold on the first occasion after the Closing Date when such tool, reproducedie or mold is refurbished. Notwithstanding the foregoing, perform, display or distribute any products derived from or related to the Insulator Business. (ii) Purchaser Seller hereby grants to Seller and its Affiliates Purchaser, effective as of the Closing Date, a three (3) yearpersonal, worldwide, nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paid license under the Purchased Marks to use, reproduce and affix the Purchased Marks solely in connection with the Insulator Business. (iii) Purchaser hereby grants to Seller and its Affiliates an irrevocable, worldwide, nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paid license under the Purchased Marks (Ai) to use the Purchased Seller’s Marks in any marketing materials existing on the date solely with respect to Inventory as of the Closing until Date and with respect to the time that such marketing materials are consumed Post Closing Inventory (ii) to use on Purchaser’s information technology systems the letters “TE” in part number designations for the part numbers related to the Business to the extent the letters “TE” were used in in part number designations in the ordinary course of business (but in no event longer than Seller’s information technology systems prior to the Closing Date . Such limited license shall terminate twelve (12) months after the Closing Date), (B) for four (4) months after Date regardless of whether or not Inventory branded with Seller’s Marks remain in Inventory of Purchaser or any Purchased Division. Inventory subject to this license does not need to be rebranded if sold prior to termination of the twelve-month license period. All use of Seller’s Marks as permitted hereunder shall inure to the benefit of Seller. Purchaser shall ensure that immediately following the Closing Date any hypertext links to Internet websites operated by Seller or its Affiliates and any other use of Seller’s Marks are removed from any tools, dies and molds which carry Internet web sites operated by any Purchased Division or included in the Purchased Marks, other than with respect to (1) high voltage connector systems for sub-stations and (2) low voltage products, for which such period shall be nine (9) months, and (C) for Inventory existing on the date of Closing and any Inventory created with such tools, dies or molds (but in no event longer than one (1) year after the Closing Date, other than other than with respect to (1) high voltage connector systems for sub-stations and (2) low voltage products, for which such period shall be eighteen (18) months); provided, however, that nothing in this clause (iii) shall relieve Seller from its obligation to comply with Section 5.7. The licenses contemplated in Sections 5.9(b)(i),(ii) and (iii) shall include the right of Seller and its Affiliates to grant sublicenses solely to any third party that acquires from Seller or any of its Affiliates, whether by a stock sale, an asset sale, or a merger or consolidation, (x) in the case of Sections 5.9(i) and (ii), the Insulator Business and (y) in the case of Section 5.9(iii), any of their business units or product linesAssets.