Common use of Legal Entity Names Clause in Contracts

Legal Entity Names. (a) In accordance with the terms, and subject to the conditions, set forth in this Agreement, Parent hereby grants Licensee a limited, non-sublicensable (except as permitted in accordance with Section 2.4) right, during the Term and any Grace Period (subject to Section 2.3(d)) to use the ▇▇ ▇▇▇▇▇ as part of legal entity names for the entities listed on Attachment 6 (the “Approved GE Entity Names”). To the extent any member of the SpinCo Group that exists as of immediately prior to the Distribution Date has a legal entity name that includes any GE Mark but is not an Approved GE Entity Name, Licensee and the members of the SpinCo Group shall adopt New Legal Names for such members of the SpinCo Group in accordance with Section 2.3(b). For the avoidance of doubt, the rights granted under this Section 2.3(a) shall not confer any right or license to use the ▇▇ ▇▇▇▇▇ or the Approved GE Entity Names as a Trademark. (b) Promptly after the Distribution Date, but in any event no later than six (6) months after the Distribution Date (or such longer time period as may be approved by Parent in its reasonable discretion), Licensee and the members of the SpinCo Group shall make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt New Legal Names for such members of the SpinCo Group with legal entity names that include any GE Mark but are not Approved GE Entity Names, and upon receipt of confirmation from the appropriate registry that such name changes have been effected, Licensee shall provide Parent with written proof that such name changes have been effected. In the event that Licensee or any such member of the SpinCo Group is unable to obtain all approvals necessary to adopt a New Legal Name in a jurisdiction, or is otherwise unable for regulatory reasons or other reasons outside of the SpinCo Group’s control to adopt a New Legal Name in a jurisdiction, such Person shall be allowed to continue its use of the applicable legal entity name for a transition period, to the extent required for the SpinCo Group to adopt a New Legal Name in a particular jurisdiction, which shall be mutually agreed-upon by the Parties, provided, however, that such Person has demonstrated reasonable efforts to adopt a New Legal Name. (c) Licensee may request that the right granted under Section 2.3(a) be extended to legal entity names that did not exist at the time of the Distribution Date for Licensee or a Permitted Sublicensee, provided, that such legal entity names must include “GE HealthCare” or “GEHC.” Any such request by Licensee shall be submitted in writing to Parent and shall be subject to Parent’s prior written approval, not to be unreasonably withheld or denied; provided, however, that in no event shall Parent’s failure to respond or render a decision be deemed to constitute an approval. Notwithstanding the foregoing, to the extent such legal entity name includes “GE HealthCare” or “GEHC” in combination with a jurisdiction (e.g., “GE HealthCare Canada”), the right granted to Licensee under Section 2.3(a) shall be automatically extended to such legal entity names upon Licensee’s timely written notice to Parent of such legal entity names, without further review or approval by Parent. (d) Notwithstanding the foregoing, in the event the SpinCo Group adopts a trade name that is not “GE HealthCare,” the rights granted to Licensee under this Section 2.3 shall immediately terminate, and Licensee and all members of the SpinCo Group shall promptly, but in any event no later than six (6) months after such termination of rights, make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt New Legal Names for all such members of the SpinCo Group with legal entity names that include any GE Mark, and upon receipt of confirmation from the appropriate registry that such name changes have been effected, Licensee shall provide Parent with written proof that such name changes have been effected. In the event that any such Person is unable to obtain all approvals necessary to adopt a New Legal Name in a jurisdiction, or is otherwise unable for regulatory reasons or other reasons outside of SpinCo Group’s control to adopt a New Legal Name in a jurisdiction, such Person shall be allowed to continue its use of the applicable legal entity name in such impacted jurisdiction for a transition period mutually agreed-upon by the Parties not to exceed one (1) year, provided, however, that such Person has demonstrated commercially reasonable efforts to adopt a New Legal Name.

Legal Entity Names. (a) In accordance with the terms, and subject to the conditions, set forth in this Agreement, Parent hereby grants Licensee a limited, non-sublicensable (except as permitted in accordance with Section 2.4) right, during the Term and any Grace Period Period, (subject to Section 2.3(d)) to use the ▇▇ ▇▇▇▇▇ as part of legal entity names for the entities listed on Attachment 6 8 (the “Approved GE Entity Names”). To the extent any member of the SpinCo Group or any Permitted Sublicensee that exists as of immediately prior to the Distribution Date has a legal entity name that includes any GE Mark but is not an Approved GE Entity Name, Licensee and Licensee, the members of the SpinCo Group and the applicable Permitted Sublicensees shall adopt New Legal Names for such members of the SpinCo Group Persons in accordance with Section 2.3(b). For the avoidance of doubt, the rights granted under this Section 2.3(a) shall not confer any right or license to use the ▇▇ ▇▇▇▇▇ ▇, the Combined Mark or the Approved GE Entity Names as a Trademark. (b) Promptly after the Distribution Date, but in any event no later than six (6) months after the Distribution Date (or such longer time period as may be approved by Parent in its reasonable discretion), Licensee and Licensee, the members of the SpinCo Group and the applicable Permitted Sublicensees shall make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt New Legal Names for such members of the SpinCo Group Persons with legal entity names that include any GE Mark but are not Approved GE Entity Names, and upon receipt of confirmation from the appropriate registry that such name changes have been effected, Licensee shall provide Parent with written proof that such name changes have been effected. In the event that Licensee Licensee, any such Permitted Sublicensee or any such member of the SpinCo Group is unable to obtain all approvals necessary to adopt a New Legal Name in a jurisdiction, or is otherwise unable for regulatory reasons or other reasons outside of the SpinCo Groupsuch Person’s control to adopt a New Legal Name in a jurisdiction, such Person shall be allowed to continue its use of the applicable legal entity name for a transition period, to the extent required for the SpinCo Group such Person to adopt a New Legal Name in a particular jurisdiction, which shall be mutually agreed-agreed upon by the Parties, ; provided, however, that such Person has demonstrated reasonable efforts to adopt a New Legal Name. (c) Licensee may request that the right granted under Section 2.3(a) be extended to legal entity names that did not exist at the time of the Distribution Date for Licensee or a Permitted Sublicensee, ; provided, that if the legal entity names include “GE” such legal entity names must include “GE HealthCare” or “GEHCVernova.” Any such request by Licensee shall be submitted in writing to Parent and shall be subject to Parent’s prior written approval, (i) which shall not to be unreasonably withheld or denieddenied with respect to any Subsidiary of SpinCo, and (ii) which shall be provided in Parent’s sole discretion with respect to any Minority JV; provided, however, that in no event shall Parent’s failure to respond or render a decision be deemed to constitute an approval. Notwithstanding the foregoing, to the extent such legal entity name includes “GE HealthCare” or “GEHCVernova” in combination with a jurisdiction (e.g., “GE HealthCare Vernova Canada, Inc.”), the right granted to Licensee under Section 2.3(a) shall be automatically extended to such legal entity names upon Licensee’s timely prior written notice to Parent of such legal entity names, without further review or approval by Parent. (d) Notwithstanding the foregoing, in the event the SpinCo Group adopts a trade name that is not “GE HealthCareVernova,” the rights granted to Licensee under this Section 2.3 shall immediately terminate, and Licensee Licensee, its Permitted Sublicensees and all members of the SpinCo Group shall promptly, but in any event no later than six (6) months after such termination of rights, make all filings with any and all offices, agencies and bodies and take all other actions necessary to adopt New Legal Names for all such members of the SpinCo Group Persons with legal entity names that include any GE Mark, and upon receipt of confirmation from the appropriate registry that such name changes have been effected, Licensee shall provide Parent with written proof that such name changes have been effected. In the event that any such Person is unable to obtain all approvals necessary to adopt a New Legal Name in a jurisdiction, or is otherwise unable for regulatory reasons or other reasons outside of SpinCo Groupsuch Person’s control to adopt a New Legal Name in a jurisdiction, such Person shall be allowed to continue its use of the applicable legal entity name in such impacted jurisdiction for a transition period mutually agreed-agreed upon by the Parties not to exceed one (1) year, ; provided, however, that such Person has demonstrated commercially reasonable efforts to adopt a New Legal Name.