Exhibit 10.6
TRADEMARKS AND
TECHNOLOGY LICENSE AGREEMENT
This TRADEMARKS AND TECHNOLOGY LICENSE
AGREEMENT (this “ Agreement ”) is entered into
this 30th day of November, 2004 (“ Effective Date ”) by and among
Colfax Corporation, a Delaware corporation (“ Colfax ”), Altra Holdings,
Inc., a Delaware corporation (formerly known as CPT Acquisition
Corp., a Delaware corporation) (“ Altra Holdings ”) and Altra
Industrial Motion, Inc., a Delaware corporation (formerly known as
Power Transmission Holding, LLC, a Delaware limited liability
company) (“ Altra
Industrial Motion ”).
RECITALS
A .
Pursuant to that certain LLC Purchase Agreement of even date
herewith among Colfax, Colfax’s subsidiary, Warner Electric
Holding, Inc. (“ Seller ”) and Altra Holdings
(the “ Purchase
Agreement ”), Seller is selling to Altra Holdings
and Altra Holdings is purchasing from Seller all of the limited
liability company interests (the “ LLC Interests ”) of Power
Transmission Holding, LLC, a Delaware limited liability company
(“ PT
”).
B.
Pursuant to that certain Transition Services Agreement of even date
herewith among Seller, Colfax and Altra Holdings, Colfax and Seller
have agreed for a limited period of time to provide certain
transitional support services to Altra Holdings in connection with
the operation of the Business (as defined in the Purchase
Agreement) following the closing of the sale of the LLC Interests
of PT to Altra Holdings (“ Closing ”).
C.
For a defined transition period, Altra Industrial Motion and all
direct and indirect subsidiaries of Altra Industrial Motion
existing as of the Effective Date (such subsidiaries and Altra
Industrial Motion, collectively the “ Licensed Companies ”) desire
to continue to use the “Swoosh” Marks, as set forth on
the attached Schedule 1, and the marks COLFAX and IMO
(collectively the “ Marks ”), which Marks, at
Closing, were in use by the Licensed Companies in connection with
the operation of the Business alone, in combination with each other
and as part of composite marks, elements of which are now owned by
the Licensed Companies.
D.
Colfax desires to grant the Licensed Companies, and the Licensed
Companies desire to receive, the right to continue using the Marks
during such transition period in connection with the operation of
the Business, upon the terms and conditions set forth
herein.
E.
On a perpetual and irrevocable basis, the Licensed Companies desire
to continue to use, and desire for their respective future
subsidiaries to use, certain business methods of Colfax generally
known as of the Effective Date as the Colfax Business System and
further described in the attached Schedule 2 (the “
CBS ”), which,
at Closing, was in use by the Licensed Companies in connection with
the operation of the Business.
F.
Colfax desires to grant the Licensed Companies and their respective
future subsidiaries, and the Licensed Companies desire to receive,
the perpetual and irrevocable right to continue using the CBS in
connection with the operation of the Business and the right to use
the CBS in connection with any other business in which any of the
Licensed Companies and/or their respective future subsidiaries may
become engaged, upon the terms and conditions set forth herein.
NOW, THEREFORE,
the parties, intending to be legally bound, hereby agree as
follows:
1.
Grant Of License
in Marks .
Colfax grants to the Licensed Companies a royalty-free, fully
paid-up, nonexclusive, nontransferable, worldwide license to use
the Marks in connection with the respective businesses of the
Licensed Companies as set forth in this Agreement only (a) in the
general manner that the Licensed Companies and PT used the Marks in
connection with their respective businesses at or prior to Closing
and (b) for a period of one (1) year after the date of Closing (the
“ Marks License
”). The sole purpose of this Marks License is to allow
the Licensed Companies time to rebrand and phase out of use of the
Marks in connection with their respective businesses and a
reasonable transition for their customers. The Licensed
Companies are expressly prohibited from sublicensing the Marks or,
except as may be necessary in connection with the Licensed
Companies’ ordinary course of business, from making any
expanded use of the Marks.
2.
Grant Of License in CBS . Colfax grants to the Licensed
Companies and their respective future subsidiaries a perpetual,
irrevocable, royalty-free, fully paid-up, nonexclusive,
transferable, sublicenseable, worldwide license to (a) use the CBS
in connection with the respective businesses of the Licensed
Companies and the businesses of their respective future
subsidiaries and (b) modify and create derivative works of the CBS
for use in connection with the respective businesses of the
Licensed Companies and the businesses of their respective future
subsidiaries (the “ CBS
License ”).
3.
Ownership .
(a)
Marks and CBS . Altra Holdings and Altra Industrial
Motion (i) acknowledge that Colfax and certain of its remaining
subsidiaries and affiliates shall remain the sole owner(s) of the
Marks and, subject to Section 3.(b) below, the CBS and (ii)
agree that Altra Holdings, the Licensed Companies and, with respect
to the CBS License, the respective future subsidiaries of the
Licensed Companies will do nothing inconsistent with such
ownership. Altra Holdings and Altra Industrial Motion further
acknowledge that all use of the Marks by the Licensed Companies
shall inure to the benefit of and be on behalf of the owner of the
Mark. Altra Holdings and Altra Industrial Motion agree that
nothing in this Agreement shall give Altra Holdings, any of the
Licensed Companies or any of the respective future subsidiaries of
the Licensed Companies any right, title or interest in the Marks or
the CBS, other than the Marks License and the CBS License and
except as set forth in Section 3.(b) below. Altra
Holdings and Altra Industrial Motion agree that they will not
attack the title of Colfax and certain of its remaining
subsidiaries and affiliates to the Marks and the CBS or attack the
validity of the Marks License, the CBS License or this
Agreement. COLFAX MAKES NO WARRANTIES OR REPRESENTATIONS
REGARDING OWNERSHIP AND NON-INFRINGEMENT OF THE MARKS AND THE
CBS.
(b)
Modifications and Derivative Works of the CBS .
Colfax, Altra Holdings and Altra Industrial Motion agree that,
subject to Colfax’s and certain of its remaining
subsidiaries’ and affiliates’ ownership in and to the
CBS as set
