Common use of No Use of Certain Names Clause in Contracts

No Use of Certain Names. Purchaser shall cause the Acquired Company and each subsidiary of the Acquired Company promptly, and in any event (a) within 90 days after the Closing, to revise print advertising and product labeling to delete all references to the Names (as defined below), except to the extent such use is permitted under the License Agreement dated as of April 29, 2002, between the Acquired Company, on the one hand, and Widia GmbH, Widia Nederland B.V., Milacron Iberica S.L., Milacron U.K. Ltd., Milacron France SAS and Widia Italia S.r.l., on the other hand (the "License Agreement") and (b) within 60 days after the Closing, to change Internet domain names and websites, signage and stationery to the extent necessary to discontinue use of the Names for all corporate identification purposes. Purchaser agrees that it will not order any new print advertising, product labeling, signage or stationery, or create any new information or other materials, which uses the Names after the Closing, except with respect to the use of the Names permitted under the License Agreement. Except as otherwise provided in the License Agreement, in no event shall Purchaser, the Acquired Company or their respective subsidiaries use any Names after the Closing in any manner or for any purpose different from the use of such Names by the Acquired Company and its subsidiaries, as the case may be, during the 90-day period preceding the Closing. Within 30 days after the Closing, Purchaser shall cause the Acquired Company and each subsidiary of the Acquired Company to file applications to amend or terminate any certificate of assumed name or d/b/a or foreign filings so as to eliminate the right of the Acquired Company and its subsidiaries to use the Names for corporate identification purposes. Immediately prior to the Closing, Seller shall cause the names of the Acquired Company and each subsidiary of the Acquired Company (in each case, to the extent they make use of the Names) to be changed to names (that do not include the Names) selected by Purchaser. "Names" means "Milacron", "Widia", "Werko", "Cimcool", "Milpro", "Widacool" or any name, logo or trademark that includes "Milacron", "Widia", "Werko", "Cimcool", "Milpro" or "Widacool", any variations and derivatives thereof and any other logos or trademarks of Seller or its affiliates not included in Schedule 2.09.

Appears in 1 contract

Sources: Stock Purchase Agreement (Milacron Inc)

No Use of Certain Names. (a) Purchaser shall cause the each Acquired Company and each subsidiary of the an Acquired Company promptly, and in any event (ai) within 90 days after the Closing, to revise print advertising and product labeling to delete all references to the Milacron Names (as defined below), except to the extent such use is permitted under the License Agreement dated as of April 29, 2002, between the Acquired Company, on the one hand, and Widia GmbH, Widia Nederland B.V., Milacron Iberica S.L., Milacron U.K. Ltd., Milacron France SAS and Widia Italia S.r.l., on the other hand (the "License Agreement") and (bii) within 60 days after the Closing, to change Internet domain names and websites, signage and stationery to the extent necessary to and otherwise discontinue use of the Milacron Names for all corporate identification purposes. Purchaser agrees that it will not order any new print advertising, product labeling, signage or stationery, or create any new information or other materials, which uses the Milacron Names after the Closing, except with respect to the use of the Milacron Names permitted under the License Agreement. Except as otherwise provided in the License Agreement, in no event shall Purchaser, the Acquired Company Companies or their respective subsidiaries use any Milacron Names after the Closing in any manner or for any purpose different from the use of such Milacron Names by the Acquired Company Companies and its their respective subsidiaries, as the case may be, during the 90-day period preceding the Closing. Within 30 60 days after the Closing, Purchaser shall cause the each Acquired Company and each subsidiary of the an Acquired Company to file applications to amend or terminate any certificate of assumed name or d/b/a or foreign non-U.S. filings so as to eliminate the right of the Acquired Company Companies and its their respective subsidiaries to use the Milacron Names for corporate identification purposes. Immediately prior to the Closing, Seller shall cause the names of the each Acquired Company and each subsidiary of the an Acquired Company (in each case, to the extent they make use of the Milacron Names) to be changed to names (that do not include the Milacron Names) selected by Purchaser. "Milacron Names" means "Milacron", "WidiaValenite", "Werko", "Cimcool", "Milpro", "WidacoolModco" or any name, symbol, logo or trademark that includes "Milacron", "Widia", "Werko", "Cimcool", "MilproValenite" or "WidacoolModco", any variations and derivatives thereof and any other logos names, logos, symbols or trademarks of Parent, Seller or its their respective affiliates not included in Schedule 2.092.08.

Appears in 1 contract

Sources: Stock Purchase Agreement (Milacron Inc)