Retained Name definition
Examples of Retained Name in a sentence
Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or ▇▇▇▇.
The Purchaser agrees that the Seller shall not have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser, the Pershing Companies or any Affiliate thereof of any Retained Name or ▇▇▇▇.
Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or ▇▇▇▇ after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.
HY and its Subsidiaries acknowledge and agree that Parent has prior and superior rights to use the name "NACCO" (the "Retained Name") and is retaining all of its right, title and interest (including its trademark rights) therein and thereto.
Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Mark.
The nature and quality of all goods and services rendered by either Buyer in connection with the retained name shall be advertised, offered and provided in a manner consistent with the quality control standards previously used by the Seller, and each Buyer will use the Retained Name in compliance with all applicable laws and regulations.
When taken together with the assets and services to be provided under the Transition Services Agreement, the Assets constitute all of the assets necessary to operate the Business substantially consistent with the Seller’s Ordinary Course of Business, except for the Retained Name and the assets described on Schedule 4.1.1.3(A).
Notwithstanding the foregoing, the Purchaser Companies shall have the right to continue using the Retained Names in connection with the sale of inventory which as of the Effective Time contains any Retained Name on the label identifying such inventory.
Purchaser agrees that Seller shall have no Liability or responsibility for claims by third parties arising out of, or relating to, the use by Purchaser of any Retained Name or Mark ▇▇▇er the Closing Date, other than for uses requested in writing by Seller and other than claims which are in respect of Excluded Liabilities, and Purchaser agrees to defend, indemnify and hold harmless Seller from any and all Claims that may arise out of the use thereof by Purchaser.
Except for the Retained Name, there are no material registered or unregistered trademarks, service marks, logos, brand names, trade names or other names or slogans embodying the goodwill of the Business or the Assets other than such names, logos, trademarks, service marks or brand names as are used by the Seller throughout its business and not related specifically to the Business.