Retained Names Sample Clauses
The Retained Names clause defines which names, such as trademarks, trade names, or business names, a party is allowed to continue using after a transaction or agreement ends. Typically, this clause specifies whether the seller or departing party can keep using certain brand names, product names, or company names, and may outline any restrictions or conditions on such use. Its core function is to prevent confusion or disputes over name usage, ensuring both parties understand their rights regarding valuable names associated with the business.
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Retained Names. (a) Following the Closing, Buyer shall and shall cause its Affiliates to, as soon as practicable, but in no event later than (i) ninety (90) days following the Closing Date, cease to use any Retained Names, and (ii) ninety (90) days following the Closing Date remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by Buyer or its Affiliates, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems.
(b) Following the Closing, any limited use of the Retained Names by Buyer and its Affiliates permitted by this Section 5.19 shall be subject to the following conditions:
(i) Use of the Retained Names shall be in the same form and manner, to no greater extent (without an increase in the extent or type of uses of the Retained Names), and subject to the same standards of quality, of that in effect for the Retained Names as of the Closing Date;
(ii) The Retained Names shall not be used in a manner that would reasonably be expected to reflect negatively on such name and marks or on Seller or any of its Affiliates;
(iii) Buyer and its Affiliates shall not apply to register or register any of the Marks forming a part of or associated with the Retained Names;
(iv) Any press release or similar public announcement or communication that references any of the Retained Names shall include a statement that Buyer or its Affiliates, as applicable, and Seller or its Affiliates, as applicable, are not Affiliates or otherwise related to each other; and
(v) Use of the Retained Names shall be on a transitional basis only in connection with operation of the Rolling Mill Business (and no other businesses).
(c) At the reasonable request of Seller, Buyer shall and shall cause its Affiliates to provide to Seller reasonable and representative samples of products and materials used or created under or in connection with this Section 5.19, in their possession, custody, or under their control bearing any of the Retained Names and shall otherwise cooperate with Seller to assist Seller in ensuring that the conditions of use of the Retained Names set forth under Section 5.19(b) are complied with.
(d) Buyer and its Affiliates shall have no other right to use any of the Retained Names except as expressly set forth in this Section 5.19.
(e) Without limitation to any other remedies, if Buy...
Retained Names. (a) By no later than twelve (12) months following the Distribution Date, Versum shall, and shall cause each member of the Versum Group to, change its name and cause its certificate of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Air Products Retained Names. Following the Distribution Date, Versum shall, and shall cause the members of the Versum Group to, as soon as practicable, but in no event later than eighteen (18) months following the Distribution Date, cease to (i) make any use of any Air Products Retained Names, and (ii) hold themselves out as having any affiliation with Air Products or any members of the Air Products Group. In furtherance thereof, as soon as practicable but in no event later than eighteen (18) months following the Distribution Date, Versum shall, and shall cause the members of the Versum Group to, remove, strike over, or otherwise obliterate all Air Products Retained Names from all assets and other materials owned by or in the possession of any member of the Versum Group (except to the extent product containers have permanent marks affixed to them), including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Versum shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Air Products on the “▇▇▇.▇▇▇▇▇▇.▇▇▇” website informing its customers that as of the Separation Time and thereafter Versum, and not Air Products, is responsible for the operation of the Versum Business, including such website and any applicable services. Any use by the members of the Versum Group of any of the Air Products Retained Names as permitted in this Section 5.3(a) is subject to their use of the Air Products Retained Names in a form and manner, and with standards of quality, of that in effect for the Air Products Retained Names as of the Distribution Date. Versum and the members of the Versum Group shall not use the Air Products Retained Names in a manner that may reflect negatively on such name and marks or on Air Products or any member of the Air Products Group. Upon expiration or termination of the rights granted to the Versum Group pursuant to this Section 5.3(a), Versum hereby assigns, and shall cause the other members of the Versum Group to assign, to Air...
Retained Names. (i) As soon as reasonably practicable, but in no event later than forty-five (45) days after the Closing, unless a longer period of time is necessary to comply with applicable Law (including to the extent a longer period of time is necessary to assign or update any Product Registrations, Manufacturing Registrations, or Governmental Authorizations or for legal or regulatory compliance purposes) (“Compliance Requirements”), and, in such event, as reasonably promptly as possible as allowed under applicable Law, Purchaser shall cause each Conveyed Subsidiary (and each Subsidiary thereof) to file to change its name and cause its certificate of incorporation (or equivalent organizational document), as applicable, to be amended to remove any and all references to (A) “Pfizer”, “Wyeth” or “Pfizer Consumer Health”, and (B) all other Retained Names set forth in Section 1.1(E) of the Seller Disclosure Letter or otherwise designated by Seller Parent in writing prior to the Closing (clauses (A) and (B), collectively, the “Retained Brands”); and (ii) notwithstanding anything to the contrary in this Agreement, in the event any name change of any Conveyed Subsidiary (or Subsidiary thereof) in accordance with this Section 6.15(a) would take effect during the term of the Transition Services Agreement, including any extensions thereof, Purchaser shall (a) at least thirty (30) days prior to such name change, consult with Seller Parent regarding the contemplated change and (b) upon Seller Parent’s request, refrain from making any such change if Seller Parent determines in good faith that such change would reasonably be expected to result in additional cost or operation burden to Seller Parent or any of its Affiliates in connection with one or more Services (as defined in the Transition Services Agreement) provided by Seller Parent or any of its Affiliates under the Transition Services Agreement, until such time as is as soon as reasonably practicable after the term of the applicable Service (or Services) is terminated or expires pursuant to the terms of the Transition Services Agreement (the date that Purchaser is required to cause each Conveyed Subsidiary to make such name change filing in accordance with clauses (i) and (ii), the “Name Change Date”). Except as authorized pursuant to an Ancillary Agreement, as soon as reasonably practicable after the later of (a) the Closing, but in no event later than forty-five (45) days after the Closing (or, if later, by the later of the ...
Retained Names. Following the Effective Date, the Company Group shall, as soon as practicable, but in no event later than ninety (90) days following the Effective Date, (i) cease to use any Retained Names and hold themselves out as having any affiliation with the Pfizer Group, and (ii) strike over, or otherwise obliterate all Retained Names from the Animal Health Assets and all Assets and other materials owned by the Company Group, including any sales and product literature, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided that, for a period of no more than three (3) years following the Effective Date, (a) with respect to any inventory of products in the Company Group’s possession as of the Effective Date, the Company Group shall be permitted to use such Retained Names until such inventory is depleted and (b) with respect to any products for which such Retained Names are required to be used under a Regulatory Approval, the Company Group shall be permitted to continue to use such Retained Names until the use of such Retained Names is no longer required under a Regulatory Approval and the Company shall coordinate with Pfizer and take such steps reasonably necessary to obtain or change the applicable Regulatory Approval to ensure that the use of such Retained Names is no longer required; provided further that, with respect to the foregoing (b), if the Company Group has been diligent in its efforts to transition from one or more Retained Names to different Trademarks, but due to circumstances outside the Company Group’s reasonable control, the Company Group will not be able to so transition by expiration of the three (3) year period, the Company Group may extend such period with respect to such Retained Names for up to two additional periods of twelve (12) months each so long as the Company Group remains diligent with respect to such transition during such extension and upon Pfizer’s request, provides written notice of the need for any such extension. Any use by the Company Group of any of the Retained Names as permitted in this Section 5.03 is subject to their use of the Retained Names in the same form and manner, and with standards of quality, of that in effect for the Retained Names as of the Effective Date. The Company Group shall not use the Retained Names in a manner that may reflect negatively on such name and marks or on Pfize...
Retained Names. (a) Except as otherwise provided in this Section 5.7, Buyer shall use commercially reasonable efforts to cease and discontinue all uses of the Retained Names immediately upon the Closing.
(b) Notwithstanding the provisions of Section 5.7(a), Buyer is not required to (and may use the Retained Names as contemplated by this Section 5.7(b)):
(i) remove, strike over, or otherwise obliterate all Retained Names from all assets and other materials owned or possessed by the Transferred FH Companies and their Closing Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, manuals, forms, websites, email, computer software and other materials and systems, until no later than 60 days following the Closing Date;
(ii) file all such documents with Governmental Authorities and otherwise take such steps as are necessary to cause the Transferred FH Companies and their Closing Subsidiaries to change their corporate and assumed names, as applicable, to names that do not include Retained Names (including descriptions such as “formerly known as” preceding or modifying a Retained Name), until no later than 60 days following the Closing Date;
(iii) complete the removal of any of the Retained Names from all acquired product, service and technical information, promotional aids, promotional materials, literature and other printed material of the FH Business until no later than 60 days following the Closing Date;
(iv) with respect to FH Assets bearing any Retained Names, re-label such assets or remove such Retained Names from such assets until no later than six (6) months after the Closing Date;
(v) cease using name plates and molds bearing any Retained Names until the date that is six (6) months after the Closing Date;
(vi) cease using the Retained Names on inventories existing on the Closing Date (or made in accordance with Section 5.7(b)(v)) until eighteen (18) months after the Closing Date; and
(vii) refrain from disclosing to its customers and potential customers that it is conducting the FH Business as a successor to the Seller from and after the Closing Date; provided, however, that, notwithstanding the above (including time periods listed in clauses (i) through (vii)), Buyer agrees (x) to use commercially reasonable efforts to complete the above actions as promptly as practicable following the Closing, (y) that after the Closing Date Buyer and its Affiliates will not expressly, or by implication, do business as or rep...
Retained Names. (a) Section 5.7(a) of the Agreement is hereby amended by adding the following text immediately following “thirty (30) days” in the first sentence: “(or, if not reasonably possible in a particular jurisdiction based on Law or other requirements of a Governmental Authority, ninety (90) days)”
(b) Section 5.7(b)(v) of the Agreement is hereby amended by adding the following text immediately preceding”; and” at the end of the paragraph: “(provided that, to the extent permitted by Law, with respect to product and packaging the foregoing requirement shall not apply where it would not be reasonably practicable to so comply and the invoice accompanying such product and packaging includes a readily observable legend that such products are manufactured by or otherwise emanate from the Transferred DPC Companies and their Subsidiaries and the Joint Ventures and not from DuPont)”
Retained Names. Notwithstanding any other provision of this Agreement to the contrary, no interest in or right to use the name “CF Industries”, or any other corporate name of Seller or its Affiliates, or any logo, trademark, service ▇▇▇▇, domain name or trade name or any derivation thereof of Seller or its Affiliates with respect to, or associated with, the foregoing (collectively, the “Retained Names and Marks”) is being transferred to Buyer pursuant to the transactions contemplated hereby, and, except as expressly provided below, the use of any Retained Names and Marks in connection with the Business shall cease as of the Closing Date. Buyer, will, and will cause its Affiliates to (a) as promptly as practicable following the Closing Date, but in any event within sixty (60) days thereafter, remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials of the Business and otherwise, and (b) not put into use after the Closing Date any such items and materials that bear any Retained Name or ▇▇▇▇ or any name, ▇▇▇▇ or logo similar thereto.
Retained Names. Notwithstanding anything to the contrary in this Agreement, no interest in or right to use the name “Vale” or “Vale Fertilizantes” or any logo, trademark, service ▇▇▇▇, domain name or trade name or any derivation thereof of the Sellers or their respective Affiliates with respect to, similar to or associated with the foregoing (collectively, the “Retained Names and Marks”) is being transferred to Buyer pursuant to the transactions contemplated hereby, and, except as expressly provided below, the use of any Retained Names and Marks in connection with the Business shall cease as of the Closing Date. Buyer will, and will cause its Affiliates (including the Company Group) to, (i) as promptly as practicable following the Closing Date, but in any event within ninety (90) days thereafter, (A) change or cause to be changed the corporate and business names and trade names (i.e., d/b/a) of each member of the Company Group, to the extent such names include any of the Retained Names and Marks, to a name that does not include any of the Retained Names and Marks and is not confusingly similar thereto or dilutive thereof, and cease to refer to themselves as, or do business under, the Retained Names and Marks or any name that includes any of the Retained Names and Marks, and (B) remove or obliterate all the Retained Names and Marks from its consumer-facing signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other consumer-facing items and materials of the Business, and (ii) not put into use after the Closing Date any such items and materials that bear any Retained Name or ▇▇▇▇ or any name, ▇▇▇▇ or logo similar thereto. For ninety (90) days after the Closing Date, at Buyer’s request, the Sellers and their respective Affiliates shall display on their websites and in social media, in the locations previously addressing the Business, a mutually-agreed statement about the transactions contemplated hereby and a link to a website designated by Buyer.
Retained Names. (a) As soon as is reasonably practicable, following the Distribution Date, Spinco shall, and shall cause the members of the CXApp Group, to change their respective names and cause their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove the Inpixon Retained Names.
(b) Subject to Section 4.2(c), following the Distribution Date, unless otherwise directed by I▇▇▇▇▇▇ in writing, Spinco shall, and shall cause the members of the CXApp Group to, as soon as reasonably practicable, cease to make any use of any Inpixon Retained Names.
(c) Notwithstanding anything to the contrary in this Section 4.2, no member of the CXApp Group shall (i) be obligated to cease using or displaying any of the Inpixon Retained Names on any (A) non-public-facing, non-customer facing and non-vendor facing documents or materials or (B) executed copies of any Contract, in each case of (A) and (B), in existence, used or disseminated as of the Distribution Date which bear any of the Inpixon Retained Names, or (ii) be in breach of this Section 4.2 if, after the Distribution Date, it (x) uses any of the Inpixon Retained Names in a nominative manner in textual sentences referencing the historical relationship between Inpixon and the Inpixon Group, on the one hand, and the CXApp Group, on the other hand, which references are factually accurate and reasonably necessary to describe such historical relationship, (y) retains any copies of any books, records or other materials that, as of the Distribution Date, contain or display any of the Inpixon Retained Names and such copies are used solely for internal or archival purposes (and not public display) or (z) uses any of the Inpixon Retained Names to comply with applicable Laws or stock exchange regulations or for litigation, regulatory or corporate filings and documents filed by a member of the CXApp Group or any of its Affiliates with any Governmental Entity.
(d) Inpixon hereby grants to the CXApp Group a non-exclusive, sublicensable (through multiple tiers, solely for the benefit of the Enterprise Apps Business and not for the independent use of third parties), royalty-free, non-transferable, (except in connection with a merger by a member of the CXApp Group) license to continue to use and display the Inpixon Retained Names for the periods set forth in this Section 4.2 in accordance with this Section 4.2.
(e) Any and all use of the Inpixon Retained Names by the CXApp Group and t...
Retained Names. (a) Following the Closing, the Transferred Entities shall have a limited, worldwide, royalty-free right to use the Retained Names, subject to the provisions of the Transition Services Agreement.
(b) As soon as reasonably practicable but in no event more than ninety (90) days after the Closing Date, the Sellers shall cease use and remove any names, marks, trade names, trademarks, service marks and corporate symbols and logos incorporating “[Blade]”, any word or expression similar thereto or constituting an abbreviation or extension thereof, and any marks listed on Section 5.16(b) of the Disclosure Letter (collectively, the “Buyer Marks”). Thereafter, the Sellers shall not use any Buyer Marks in connection with the offering or sale of any products or services, in the corporate or doing business name of the Sellers or any of their Affiliates or otherwise in the conduct of their or any of their Affiliates’ businesses or operations. The Sellers shall, after the Closing Date, cease any and all new uses or applications of the Buyer Marks on the Sellers’ products or in connection with the Sellers’ services. Notwithstanding the foregoing, the Sellers and their Affiliates shall have the right to use the Buyer Marks at all times after the Closing Date (i) in a non-trademark sense to describe the fact that the Transferred Entities were previously owned by the Sellers, (ii) as required by applicable Law and (iii) in a manner consistent with “fair use”.