"PAT RYAN."
PROMPTLY, BUT IN NO EVENT LATER THAN FIVE (5) BUSINESS DAYS AFTER THE CLOSING,
BUYER SHALL CAUSE THE APPLICABLE COMPANIES TO FILE THE AMENDED ORGANIZATIONAL
DOCUMENTS WITH THE APPLICABLE ADMINISTRATIVE AUTHORITY AND USE ALL REASONABLE
EFFORTS TO TAKE SUCH ACTIONS AS MAY BE NECESSARY TO FULFILL ITS OBLIGATIONS SET
FORTH IN THIS SECTION 8.7(B).
(C)
FOLLOWING THE CLOSING, BUYER SHALL (AND SHALL CAUSE THE COMPANIES
TO) CEASE PROMPTLY, BUT IN NO EVENT LATER THAN 60 DAYS AFTER THE CLOSING DATE,
USING ANY (I) ADVERTISING OR PROMOTIONAL MATERIALS AND (II) ANY STATIONERY,
BUSINESS CARDS, BUSINESS FORMS AND OTHER SIMILAR ITEMS, IN EACH CASE THAT
CONTAIN ANYWHERE THEREON ANY OF THE RETAINED NAMES AND MARKS; PROVIDED, HOWEVER,
THAT BUYER SHALL (AND SHALL CAUSE THE COMPANIES TO), WHEN USING ITEMS REFERRED
TO IN CLAUSE (II) IN THE CONTEXT OF ENTERING INTO OR CONDUCTING CONTRACTUAL
RELATIONSHIPS, MAKE REASONABLY CLEAR TO ALL OTHER APPLICABLE PARTIES THAT BUYER
AND THE COMPANIES, RATHER THAN AON OR ANY AFFILIATE OF AON IS THE PARTY ENTERING
INTO OR CONDUCTING THE CONTRACTUAL RELATIONSHIP; AND PROVIDED, FURTHER, THAT
BUYER SHALL (AND SHALL CAUSE THE COMPANIES
52
to) ensure that personnel of the Companies using such items shall not, and shall
have no authority to, hold themselves out as officers, employees or agents of
Aon or any Affiliate of Aon. Notwithstanding the foregoing, the Companies shall
be permitted to use the Retained Names and Marks in any jurisdiction where they
are unable under applicable Requirements of Law to change the name under which
they conduct the Warranty Business without receipt of an approval or consent
from an Administrative Authority in such jurisdiction, provided that Buyer and
the Companies are using all reasonable efforts to obtain such approval or
consent. With respect to all materials used after the Closing which state or
suggest or imply any affiliation with Aon or any of the Affiliates of Aon, Buyer
shall indemnify and hold harmless the Seller Group Members from and against all
Losses which arise out of, relate to or result from the inclusion of such
statements, suggestions or implications in such materials.
(D)
AON, ON BEHALF OF ITSELF AND ITS AFFILIATES, GRANTS BUYER AND THE
COMPANIES A LIMITED NON-EXCLUSIVE, ROYALTY-FREE, TRANSITION TRADEMARK LICENSE
SOLELY FOR THE PURPOSE OF THE COMPANIES' TRANSITIONING USE OF THE RETAINED NAMES
AND MARKS AFTER THE CLOSING SUBJECT TO AND IN ACCORDANCE WITH SECTION 8.7(C).
NEITHER BUYER NOR ANY COMPANY SHALL ACQUIRE ANY RIGHTS WHATSOEVER IN THE
RETAINED NAMES AND MARKS BY VIRTUE OF ITS USE DURING THIS TRANSITION PERIOD AND
ALL USE OF THE RETAINED NAMES AND MARKS BY BUYER OR THE COMPANIES DURING THIS
PERIOD AND ALL GOODWILL ARISING OUT OF SUCH USE SHALL INURE TO THE BENEFIT OF
AON.
(E)
DURING THE RESTRICTED PERIOD, AON SHALL NOT, AND SHALL CAUSE ITS
AFFILIATES NOT TO, USE AS A TRADE NAME THE WORDS "AON" AND "WARRANTY" AS PART OF
THE SAME TRADE NAME.
Section 8.8
Financial Information. For three years following the
Closing, Aon shall provide