Common use of Change of Names Clause in Contracts

Change of Names. ‌ (a) As soon as reasonably practicable following Closing and in any event within 30 calendar days following the Closing Date, the Purchaser shall take all necessary action to legally change the name of each of the Company, RBML, RBML2 and RBMGL to a name that does not contain the words “Red Back”, and is not reasonably likely to be confused with the name “Red Back”. (b) For the avoidance of doubt, the Purchaser is not purchasing or acquiring any right, title or interest in any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names containing or employing the name “Red Back”, “Kinross”, or any part or variation of any of them, or any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names confusingly or misleadingly similar to them (collectively, the “Vendor’s Marks”). The Purchaser shall not refer to the Company, the Subsidiaries, or the business of the Company and the Subsidiaries under a name that is the same as, or confusingly or misleadingly similar to, any of the Vendor’s Marks; provided, however that for the period beginning on the Closing and ending on the date that is 90 days from the Closing Date, the Purchaser may refer to the Company as “formerly Red Back Mining Pty Ltd” or “formerly Red Back Mining (Ghana) Limited”, “formerly Red Back Mining 2 (Ghana) Limited” or “formerly Red Back Mining Ghana Limited”, as the case may be. To the extent that any of the Vendor’s Marks are used in the conduct of the business of the Company and the Subsidiaries on any materials constituting the properties and assets of the Company or the Subsidiaries, including any stationery, signage, invoices, receipts, forms, packaging, advertising, promotional materials, product, training and service literature and materials, software or like materials or appear on the inventory (including work-in-process and inventory on order) of the business of the Company and the Subsidiaries at the Closing Date, the Purchaser shall, and shall cause its Affiliates (including the Company and the Subsidiaries) to, cease to use, remove, strike over or otherwise obliterate all the Vendor’s Marks from all such materials no later than the date that is 90 days from the Closing Date.

Change of Names. ‌ (a) As soon as reasonably practicable following Closing and in any event The Seller will change its name within 30 calendar days following 10 Business Days after the Closing Date, and within three months after the Purchaser shall take date on which such name change occurs, the Seller will cease to use the name “Advanced Bionics,” “Bionics” and “Bionic” in any public communications; provided, that for a period of up to two years after the Closing (or such longer period to the extent the FDA has not provided all necessary action approvals described in this proviso), Parent and its Affiliates will have the right to legally use the names “Advanced Bionics,” “Bionics” and “Bionic” to the extent reasonably necessary to allow the Seller and its Affiliates to obtain in an orderly manner all necessary regulatory approvals to reflect the foregoing change the of name of each of the Company, RBML, RBML2 and RBMGL to relabel its products and promotional materials with a name that does not contain include the words “Red Back”Advanced Bionics,” “Bionics” or “Bionic;” provided, further, that the Seller will use commercially reasonable efforts to discontinue the use of such names by the Seller and its Affiliates as soon as reasonably practicable after the date hereof. Notwithstanding anything to the contrary in this Agreement, the Seller shall have the right, at all times after the Closing Date, to (i) keep records and other historical or archived documents containing or referencing the Assigned Names and Marks, (ii) refer to the historical fact that the Seller previously conducted business under the Assigned Names and Marks, and is not reasonably likely (iii) use the Assigned Names and Marks to be confused with the extent required by or permitted as fair use under applicable Law. Notwithstanding the foregoing and solely for the avoidance of doubt, nothing in this Section 7.07(a) will in any way limit the right of Parent or any of its Affiliates to use the name “Red Back”Advanced” for any purpose. (b) For a period not to exceed two years after the avoidance of doubtClosing (or such longer period to the extent the FDA has not provided all necessary approvals described in this proviso), the Purchaser is not purchasing or acquiring any right, title or interest in any trade-marks, logos, service marks, brand names, domain Company will have the right to use the names or trade, corporate or business names containing or employing the name “Red Back”, Boston Scientific Corporation,” “Kinross”, or any part or variation of any of them, or any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names confusingly or misleadingly similar to them (collectively, the Boston Scientific,” and “Vendor’s Marks”). The Purchaser shall not refer Scimed” to the Company, the Subsidiaries, or the business of extent reasonably necessary to allow the Company time to relabel its existing stock of products and the Subsidiaries under a name that is the same as, or confusingly or misleadingly similar to, any of the Vendor’s Markspromotional materials; provided, however that for the period beginning on the Closing and ending on the date that is 90 days from the Closing Date, the Purchaser may refer will be required to refrain from using all products and promotional materials using the names “Boston Scientific,” “Boston Scientific Corporation” or “Scimed” thereafter; provided, further, that the Company will use commercially reasonable efforts to discontinue the use of such names by the Company as “formerly Red Back Mining Pty Ltd” or “formerly Red Back Mining (Ghana) Limited”, “formerly Red Back Mining 2 (Ghana) Limited” or “formerly Red Back Mining Ghana Limited”, soon as the case may be. To the extent that any of the Vendor’s Marks are used in the conduct of the business of the Company and the Subsidiaries on any materials constituting the properties and assets of the Company or the Subsidiaries, including any stationery, signage, invoices, receipts, forms, packaging, advertising, promotional materials, product, training and service literature and materials, software or like materials or appear on the inventory (including work-in-process and inventory on order) of the business of the Company and the Subsidiaries at the Closing Date, the Purchaser shall, and shall cause its Affiliates (including the Company and the Subsidiaries) to, cease to use, remove, strike over or otherwise obliterate all the Vendor’s Marks from all such materials no later than reasonably practicable after the date that is 90 days from the Closing Datehereof.

Change of Names. ‌ (a) As soon Promptly following the Closing, the Buyer Parties shall cause each Acquired Retail Group Member (as reasonably practicable following applicable) to change its name to eliminate all references to “Affirmative” and all derivations thereof, and to cease using the name “Affirmative” and all derivations thereof, except in connection with (i) existing contracts to which an Acquired Retail Group Member is a party, (ii) the sale of insurance policies of Holdings and its Affiliates (and related premium financing) pursuant to the Distribution Agreement, (iii) as set forth on Schedule 6.09(a) or (iv) as otherwise provided herein. Notwithstanding any other provision hereof, the Sellers hereby authorize the Buyer Parties and the Acquired Retail Group Members (and no other Person without the prior written consent of Holdings) to use and deplete existing supplies and materials bearing the Affirmative tradename, trademark and logos, and all derivations thereof for a period of time not to exceed the later of (i) the final day of the twelve (12) month period commencing on the Closing Date or (ii) the final day of the term of the Distribution Agreement (extended where necessary to comply with applicable post-termination obligations); provided, however, that in connection with such use and depletion, the Buyer Parties shall maintain or cause each Acquired Retail Group Member to maintain the quality of the products or services provided or the materials distributed or displayed bearing such tradenames, trademarks and logos consistent with the standards maintained by Holdings and its Affiliates prior to the Closing Date, and provided, further, that Buyer Parties hereby acknowledge that they shall assume all claims, causes of action, liabilities or obligations pertaining to, or arising as a result of, either Buyer’s or any Acquired Retail Group Member’s use of the “Affirmative” name, the use or depletion of such existing supplies and materials, the quality of the services or materials, or otherwise relating to the foregoing. (b) Following Closing, the Sellers shall, and shall cause each of its Subsidiaries to cease using the name “USAgencies” and all derivations thereof except in any event within 30 calendar days following the capacity as an issuer of insurance policies of Holdings and its Subsidiaries and as otherwise provided herein. Within the twelve (12) month period ending on the first anniversary of the Closing Date, the Purchaser Sellers shall take all necessary action to legally change the name of and shall cause each of the Company, RBML, RBML2 their Subsidiaries to change its name as necessary to eliminate all references to “USAgencies” and RBMGL to a name that does not contain the words “Red Back”, and is not reasonably likely to be confused with the name “Red Back”. (b) For the avoidance of doubtall derivations thereof. Notwithstanding any other provision hereof, the Purchaser is not purchasing or acquiring any right, title or interest in any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names containing or employing Buyer Parties hereby authorize the name “Red Back”, “Kinross”, or any part or variation of any of them, or any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names confusingly or misleadingly similar to them Sellers and their Subsidiaries (collectively, and no other person without the “Vendor’s Marks”). The Purchaser shall not refer to the Company, the Subsidiaries, or the business prior written consent of the Company Buyer) to issue insurance policies and, in connection therewith, use and deplete existing supplies and materials bearing the Subsidiaries under USAgencies tradenames, trademarks and logos and all derivations thereof for a name that is period of time not to exceed the same as, or confusingly or misleadingly similar to, any twelve (12) month period ending on the first anniversary of the Vendor’s MarksClosing Date; provided, however however, that for in connection with such use and depletion, the period beginning on Sellers shall maintain the Closing quality of the products or services sold by the Seller or the materials distributed or displayed bearing such tradenames, trademarks and ending on logos consistent with the date that is 90 days from standards maintained by the Sellers and their Subsidiaries prior to the Closing Date, and provided, further, that the Purchaser may refer to Seller hereby acknowledges that they shall assume all claims, causes of action, liabilities or obligations pertaining to, or arising as a result of, the Company as “formerly Red Back Mining Pty Ltd” Sellers’ or “formerly Red Back Mining (Ghana) Limited”, “formerly Red Back Mining 2 (Ghana) Limited” or “formerly Red Back Mining Ghana Limited”, as the case may be. To the extent that any their Subsidiaries’ use of the Vendor’s Marks are used in USAgencies name, the conduct use or depletion of the business of the Company and the Subsidiaries on any materials constituting the properties and assets of the Company or the Subsidiaries, including any stationery, signage, invoices, receipts, forms, packaging, advertising, promotional materials, product, training and service literature such existing supplies and materials, software the quality of the products, services or like materials the materials, or appear otherwise relating to the foregoing. (c) Sellers may continue to use the telephone numbers listed on Schedule 6.09(c) for the twelve (12) month period ending on the inventory (including work-in-process and inventory on order) first anniversary of the business of the Company Closing Date while Buyer and the Subsidiaries at Acquired Retail Group Members are also utilizing such telephone numbers under the Transition Services Agreement. On the first anniversary of the Closing Date, the Purchaser shall, and Sellers shall cause the transfer of all right, title and interest in such phone numbers to Buyer or its Affiliates (including the Company and the Subsidiaries) to, cease to use, remove, strike over or otherwise obliterate all the Vendor’s Marks from all such materials no later than the date that is 90 days from the Closing Datedesignated Subsidiary.

Change of Names. ‌ (a) As Buyer acknowledges and agrees that no interest in or right to use the names Fiserv Securities, Inc. and Fiserv Investment Services, Inc.; the registered service xxxx FISERV INVESTMENT SERVICES, INC. CASH MANAGER (and design); the domains xxxxxxxxxxxxxxxx.xxx, xxxxxxxx.xxx and xxxxxxxxx.xxx; or any other name, logo, trademark, service xxxx or domain owned by Parent, Seller or any member of the BHC Group containing “Fiserv” or any derivative or variation thereof (the “Retained Names”) is being transferred to the Buyer pursuant to the transactions contemplated herein except as set forth in this section. Subject to Applicable Law and as soon as reasonably practicable following after the Closing Date, Buyer shall cause each of Fiserv Securities, Inc. and Fiserv Investor Services, Inc. to change its name to a name which has no references to “Fiserv” or any derivative or variation thereof, and to make all filings necessary to effect such name change (including existing applications for authority or qualifications to do business as a foreign corporation in any event within 30 calendar applicable jurisdictions). (b) From and after the Closing, Buyer shall not permit any member of the BHC Group to use the Retained Names or as part of any entity name, trade name, trademark, service xxxx, logo, domain name or otherwise. Notwithstanding the foregoing, and with the exception of stationery, envelopes, labels and business cards, for a period of up to 180 days following after the Closing Date, the Purchaser BHC Group shall take all necessary action have the non-transferable right to legally change use and deplete any existing inventory of materials that are in the name of each possession of the Company, RBML, RBML2 and RBMGL to a name BHC Group as of the Closing Date that does not contain the words “Red Back”Retained Names, including brochures, advertising materials and is not packaging materials, but no new supply of any materials incorporating the Retained Names shall be ordered or accepted, nor shall new materials with the Retained Names be created, after the Closing Date and such use shall cease after the earlier of 180 days after the Closing Date or when such remaining inventory of any such materials has been exhausted. BHC Group shall affix to all such materials a notice, reasonably likely satisfactory to Seller, the terms of which are to be confused agreed upon by the parties prior to the Closing Date indicating that BHC Group is neither the owner of nor affiliated with the name “Red Back”owner of the Retained Names. (bc) For the avoidance of doubtBuyer agrees that Parent and Seller shall have no responsibility for claims by third parties arising out of, or relating to, the Purchaser is not purchasing or acquiring any right, title or interest in any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names containing or employing the name “Red Back”, “Kinross”, or any part or variation of any of them, or any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names confusingly or misleadingly similar to them (collectively, the “Vendor’s Marks”). The Purchaser shall not refer to the Company, the Subsidiaries, or the business use by Buyer of the Company and the Subsidiaries under a name that is the same as, or confusingly or misleadingly similar to, any of the Vendor’s Marks; provided, however that for the period beginning on the Closing and ending on the date that is 90 days from the Closing Date, the Purchaser may refer to the Company as “formerly Red Back Mining Pty Ltd” or “formerly Red Back Mining (Ghana) Limited”, “formerly Red Back Mining 2 (Ghana) Limited” or “formerly Red Back Mining Ghana Limited”, as the case may be. To the extent that any of the Vendor’s Marks are used in the conduct of the business of the Company and the Subsidiaries on any materials constituting the properties and assets of the Company or the Subsidiaries, including any stationery, signage, invoices, receipts, forms, packaging, advertising, promotional materials, product, training and service literature and materials, software or like materials or appear on the inventory (including work-in-process and inventory on order) of the business of the Company and the Subsidiaries at the Closing Date, the Purchaser shall, and shall cause its Affiliates (including the Company and the Subsidiaries) to, cease to use, remove, strike over or otherwise obliterate all the Vendor’s Marks from all such materials no later than the date that is 90 days from Retained Names after the Closing Date.

Change of Names. ‌ (a) As soon as reasonably practicable following Closing and in any event The Seller will change its name within 30 calendar days following 10 Business Days after the Closing Date, and within three months after the Purchaser shall take date on which such name change occurs, the Seller will cease to use the name “Advanced Bionics,” “Bionics” and “Bionic” in any public communications; provided, that for a period of up to two years after the Closing (or such longer period to the extent the FDA has not provided all necessary action approvals described in this proviso), Parent and its Affiliates will have the right to legally use the names “Advanced Bionics,” “Bionics” and “Bionic” to the extent reasonably necessary to allow the Seller and its Affiliates to obtain in an orderly manner all necessary regulatory approvals to reflect the foregoing change the of name of each of the Company, RBML, RBML2 and RBMGL to relabel its products and promotional materials with a name that does not contain include the words “Red Back”Advanced Bionics,” “Bionics” or “Bionic;” provided, further, that the Seller will use commercially reasonable efforts to discontinue the use of such names by the Seller and its Affiliates as soon as reasonably practicable after the date hereof. Notwithstanding anything to the contrary in this Agreement, the Seller shall have the right, at all times after the Closing Date, to (i) keep records and other historical or archived documents containing or referencing the Assigned Names and Marks, (ii) refer to the historical fact that the Seller previously conducted business under the Assigned Names and Marks, and is not reasonably likely (iii) use the Assigned Names and Marks to be confused with the name “Red Back”. (b) For extent required by or permitted as fair use under applicable Law. Notwithstanding the foregoing and solely for the avoidance of doubt, the Purchaser is not purchasing or acquiring any right, title or interest nothing in this Section 7.07(a) will in any trade-marks, logos, service marks, brand names, domain names way limit the right of Parent or trade, corporate or business names containing or employing any of its Affiliates to use the name “Red Back”, “Kinross”, Advanced” for any purpose. (b) For a period not to exceed two years after the Closing (or any part or variation of any of them, or any trade-marks, logos, service marks, brand names, domain names or trade, corporate or business names confusingly or misleadingly similar such longer period to them (collectivelythe extent the FDA has not provided all necessary approvals described in this proviso), the Company will have the right to use the names “Vendor’s Marks”). The Purchaser shall not refer Boston Scientific Corporation,” “Boston Scientific,” and “Scimed” to the Company, the Subsidiaries, or the business of extent reasonably necessary to allow the Company time to relabel its existing stock of products and the Subsidiaries under a name that is the same as, or confusingly or misleadingly similar to, any of the Vendor’s Markspromotional materials; provided, however that for the period beginning on the Closing and ending on the date that is 90 days from the Closing Date, the Purchaser may refer will be required to refrain from using all products and promotional materials using the names “Boston Scientific,” “Boston Scientific Corporation” or “Scimed” thereafter; provided, further, that the 33 Company will use commercially reasonable efforts to discontinue the use of such names by the Company as “formerly Red Back Mining Pty Ltd” or “formerly Red Back Mining (Ghana) Limited”, “formerly Red Back Mining 2 (Ghana) Limited” or “formerly Red Back Mining Ghana Limited”, soon as the case may be. To the extent that any of the Vendor’s Marks are used in the conduct of the business of the Company and the Subsidiaries on any materials constituting the properties and assets of the Company or the Subsidiaries, including any stationery, signage, invoices, receipts, forms, packaging, advertising, promotional materials, product, training and service literature and materials, software or like materials or appear on the inventory (including work-in-process and inventory on order) of the business of the Company and the Subsidiaries at the Closing Date, the Purchaser shall, and shall cause its Affiliates (including the Company and the Subsidiaries) to, cease to use, remove, strike over or otherwise obliterate all the Vendor’s Marks from all such materials no later than reasonably practicable after the date that is 90 days from the Closing Datehereof.