Common use of Interest in Intellectual Property Clause in Contracts

Interest in Intellectual Property. (a) Except as expressly provided in this Section 5.10 (Interest in Intellectual Property), or as otherwise agreed in writing, the Purchasers’ Representative, for itself and the Purchasers’ Group (which, for the avoidance of doubt, shall include throughout this Section 5.10 (Interest in Intellectual Property) the Target Companies following the Closing), acknowledges and agrees that, except for the Intellectual Property owned by or licensed to the Target Companies immediately following the Closing pursuant to any Transaction Document, neither the Purchasers nor any member of the Purchasers’ Group is purchasing, acquiring, licensing or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Sellers or any member of the Sellers’ Group (collectively, the “Sellers’ Intellectual Property”), which shall include the Trademarks “BBVA”, “Grupo BBVA”, “BANCOMER”, “Ruta Quetzal”, “Argentaria”, “Blue”, “Adelante”, “Libreton”, “Libretazo”, “Envios de Dinero”, “Pasión por las Personas”, “Trabajamos por un Futuro Mejor para las Personas”, “Provincial”, “Continental”, the Sellers’ Group logo, or any Trademark, or employing the Trademark “BBVA”, “Grupo BBVA”, “BANCOMER”, “Ruta Quetzal”, “Argentaria”, “Blue”, “Adelante”, “Libreton”, “Libretazo”, “Envios de Dinero”, “Pasión por las Personas”, “Trabajamos por un Futuro Mejor para las Personas”, “Provincial”, “Continental”, the Sellers’ Group logo, or any Trademark confusingly similar thereto, whether registered or unregistered (collectively, the “Sellers’ Trademarks”). Each of the Target Companies shall assign any rights, title or interest it has in or to any of the Sellers’ Trademarks, including the Trademarks listed in Section 5.10(a) (Interest in Intellectual Property) of the Sellers’ Disclosure Letter to a Seller or a designee specified by the Seller at or prior to the Closing.

Interest in Intellectual Property. (a) Except as expressly specifically provided in this Section 5.10 (Interest 5.11 or in Intellectual Property), or as otherwise agreed in writingany Transaction Document, the Purchasers’ Representative, for itself and the Purchasers’ Group (which, for the avoidance purposes of doubtthis Section 5.11, shall include throughout this Section 5.10 (Interest in Intellectual Property) the Target Companies following the Closing), acknowledges and agrees that, except for the Intellectual Property owned by or licensed to the Target Companies immediately following the Closing pursuant to any Transaction Document, that neither the Purchasers nor any member of the Purchasers’ Group is purchasing, acquiring, licensing or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Sellers or any member of the Sellers’ ING Group (collectively, except for Intellectual Property owned by the “Sellers’ Intellectual Property”Target Companies), which shall include including the Trademarks names “BBVA”, ING” or “Grupo BBVA”, “BANCOMER”, “Ruta Quetzal”, “Argentaria”, “Blue”, “Adelante”, “Libreton”, “Libretazo”, “Envios de Dinero”, “Pasión por las Personas”, “Trabajamos por un Futuro Mejor para las Personas”, “Provincial”, “ContinentalING Lion”, the Sellers’ Group Lion logo, or any Trademark, name or logo related thereto, or employing the Trademark word “BBVA”, ING” or “Grupo BBVA”, “BANCOMER”, “Ruta Quetzal”, “Argentaria”, “Blue”, “Adelante”, “Libreton”, “Libretazo”, “Envios de Dinero”, “Pasión por las Personas”, “Trabajamos por un Futuro Mejor para las Personas”, “Provincial”, “Continental”, ING Lion” or the Sellers’ Group Lion logo, or any Trademark derivation, variation, translation or adaptation thereof, or any Trademark, word, name or logo confusingly similar theretothereto or embodying any of the foregoing, whether alone or in combination with any other words, names, logos or Trademarks, and whether registered or unregistered (collectively, the “Sellers’ TrademarksNames and Marks”). Each of the Target Companies shall assign any rights, title or interest it has in or to any of the Sellers’ TrademarksNames and Marks, including including, subject to Section 5.11(d), the Trademarks listed on Section 5.11(a) of the Sellers’ Disclosure Letter, and transfer the tangible embodiments thereof, to the Sellers’ Representative or its Affiliate at or prior to the Closing. Nothing in this Agreement will prohibit any member of the Purchaser Group from after Closing using the name “Lionbrook” as a Trademark. (a) Except as provided in this Section 5.10(a5.11 or in any Transaction Document, as of and following the Closing, the Purchasers’ Representative and the relevant members of the Purchasers’ Group shall, and shall cause the Target Companies to, cease and discontinue promptly after the Closing any and all uses of any and all Intellectual Property owned or licensed by the Sellers or any member of the ING Group, including any Sellers’ Names and Marks. Except as provided in this Section 5.11 or in any Transaction Document, the Purchasers’ Representative, for itself and the Purchasers’ Group, agrees that, as of and following the Closing, neither the Purchasers, nor any member of the Purchasers’ Group shall have any right, title or interest in, or any authority or license to use or allow others to use in any manner whatsoever, any Intellectual Property owned or licensed by the Sellers or any member of the ING Group, and any such right, title, interest, authority, license or sublicense or other arrangement relating thereto (whether written or oral) existing prior to the Closing, shall automatically terminate simultaneously with and effective as of the Closing. Within thirty (Interest 30) days following the Closing Date, the Purchasers’ Representative and the other relevant members of the Purchasers’ Group shall file before the relevant Government Authority the necessary documents so as to amend or terminate any registration or certificate of assumed name, fictitious name, d/b/a filings, or other filings containing any such Sellers’ Names and Marks so as to cause such corporate names and other Trademarks of the Target Companies to change and eliminate such Sellers’ Names and Marks therefrom. Notwithstanding the foregoing and only to the extent that use of the Materials cannot be commercially reasonably avoided after the Closing by the Target Companies, the Target Companies shall have the limited, non-transferable, non-sublicensable, royalty-free, non-exclusive, non-terminable (except as provided herein) right to use and deplete the labeling, stationery, business forms, supplies, advertising and promotional materials, packaging and websites existing in Intellectual Propertythe inventory of such Target Companies at the Closing that bear the Sellers’ Names and Marks (the “Materials”) for ninety (90) days following the Closing Date (the “Materials License”); provided, however, that (i) no member of the Purchasers’ Group shall take any action that could reasonably be expected to impair the value of or goodwill associated with the Sellers’ Names and Marks, (ii) the Purchasers’ Representative and the other relevant members of the Purchasers’ Group shall, and shall cause the Target Companies to, use the Materials and make any use of the Sellers’ Names and Marks pursuant to this Section 5.11 in accordance with past practices and the branding guidelines set forth in Annex 17 (Branding Guidelines), as these may be updated or amended from time to time and communicated to the Purchasers’ Group in writing, (iii) when using any of the Materials in the context of entering into or conducting contractual relationships, the Purchasers or the relevant member of the Purchasers’ Group shall and shall cause the Target Companies to make clear to all other applicable parties that one of the Target Companies, rather than the Sellers or any members of the Sellers’ Group, is the party entering into or conducting the contractual relationship, and (iv) the Purchasers and the Purchasers’ Group shall cause each of the relevant Target Companies to use its reasonable best efforts to minimize its use of the Sellers’ Names and Marks, and shall cause each of such Target Companies to cease using the Sellers’ Names and Marks on such Materials as soon as practicable and in any event within ninety (90) days following the Closing. Seller may terminate the Materials License upon written notice in the event of a breach of the terms and conditions set forth in this Section 5.11. Any physical Materials remaining after such ninety (90) day period shall be destroyed by the Purchasers’ Representative or the Purchasers’ Group and an authorized officer of the Purchasers shall certify to the Sellers’ Representative in writing that such destruction has taken place, unless, at Sellers’ option, a member of the Sellers’ Group notifies the Purchasers’ Representative that it wishes such remaining Materials to be delivered to its or its designee’s offices. (b) Notwithstanding anything to the contrary herein, the Target Companies shall have the right at any time after the Closing Date to use the Sellers’ Names and Marks (i) as required by Law; or (ii) in a manner consistent with “fair use.” (c) For a period of one hundred and eighty (180) days following the Closing, (i) the Purchasers’ Representative and the Purchasers’ Group shall maintain on their Internet websites, and the Sellers shall maintain on their Internet websites, an explanation mutually agreeable to the Sellers and the Purchasers stating that the Target Companies are no longer affiliated with the Sellers or any member of the Sellers’ Group, and (ii) the Purchasers’ Representative and the Purchasers’ Group (including following the Closing, the Target Companies) shall maintain a hyperlink to the website of the Sellers, and the Sellers shall maintain a hyperlink to the website of the Target Companies or such other domain name or uniform resource locator that may be agreed upon by the parties hereto during such period of one hundred and eighty (180) days, informing customers and end users they may reach the website of the Sellers or any member of the Sellers’ Group, or the website of the applicable Target Companies, respectively, via such hyperlink. For a period of one hundred eighty (180) days following the Closing, Seller or its designee will redirect Internet traffic from the Internet domain names set forth on Section 5.11(d) of the Sellers’ Disclosure Letter (“Redirect Domain Names”) to a the corresponding uniform resource locators or IP addresses designated by Purchasers’ Representative. Seller agrees not to use such Redirect Domain Names during the period set forth above except for the purpose of redirecting to the uniform resource locator or a designee specified IP address designated by the Seller at Purchasers’ Representative. (d) The Purchasers’ Representative, for itself and the Purchasers’ Group, acknowledges and agrees that, (x) as between the parties hereto, the Sellers and members of the Sellers’ Group own or have the exclusive right to use any and all of the Sellers’ Names and Marks and except as otherwise expressly provided in this Section 5.11 or in any Transaction Document, neither the Purchasers nor any member of the Purchasers’ Group shall, as of the Closing, have any rights in or to the Sellers’ Names and Marks, (y) neither the Purchasers nor any member of the Purchasers’ Group shall contest the ownership or validity of any rights of the Sellers or any other member of the Sellers’ Group in or to the Sellers’ Names and Marks, and (z) neither the Purchasers nor any member of the Purchasers’ Group shall adopt, use, register or attempt to register any of the Sellers’ Names and Marks or instruct others to do so. The Purchasers’ Representative, for itself and the Purchasers’ Group, agrees and shall ensure that any use of the Sellers’ Names and Marks as permitted in this Section 5.11 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Target Companies used such Sellers’ Names and Marks prior to the Closing. The Purchasers’ Representative, for itself and the Purchasers’ Group, agrees that after the Closing, neither the Purchasers nor any member of the Purchasers’ Group, will expressly, or willingly by implication, do business as or represent themselves as the Sellers or any member of the Sellers’ Group, and the personnel of the Purchasers or any member of the Purchasers’ Group shall not, and shall have no authority to, as of the Closing, hold themselves out as officers, employees or agents of the Sellers or any member of the ING Group. (e) At or prior to Closing, Seller shall, or shall cause its Affiliate to assign to a Target Company any and all right, title and interest it may have in the Intellectual Property set forth on Section 5.11(f) of the Sellers’ Disclosure Letter. (f) The Purchasers’ Representative, on behalf of itself and the Purchasers’ Group (including, following the Closing, the Target Companies) agrees that the Purchasers and the Purchasers’ Group and their respective Affiliates shall indemnify and hold harmless the Sellers and the members of the Sellers’ Group and their respective Affiliates from and against all Losses that arise out of, relate to or result from use of the Sellers’ Names and Marks during the ninety (90) day period after the Closing. For the purposes of this Section 5.11 only, references to Target Companies shall be deemed to refer to the relevant Target Companies and the Funds (including Fund Subsidiaries).