SELLER'S NAME CHANGE. Sellers shall have changed their corporate name and/or any assumed names currently being used by them in connection with the Business to a name not including the words "Horizon Dental Center."
SELLER'S NAME CHANGE. The Sellers shall, following the Closing, upon any request of Buyer, execute and deliver to Buyer appropriate documents to change the names of each Seller (except a Seller whose Shares have been acquired by Buyer) to a name substantially dissimilar to “Global Capacity”, “20/20 Technologies”, “Capital Growth”, “CentrePath”, “CenterPath”, “Nexvu Technologies” and “FNS 2007.” The Sellers shall thereafter file any necessary documents to reflect the foregoing name changes with the appropriate Governmental Body for each jurisdiction in which each Seller is organized and/or qualified to do business. Notwithstanding the foregoing, nothing herein shall be deemed to limit or restrict the ability of Buyer to utilize such names in connection with its operation of the Business or otherwise.
SELLER'S NAME CHANGE. Within five days after the Closing, Seller will change its corporate name to a name which is not (and which is not confusingly similar to) "BAT Rentals, Inc.," it being the intent of the Parties that from and after the Closing Purchaser will have the sole right as against Seller and all other Persons to conduct business under such name and that Purchaser will commence doing so at the time of the Closing.
SELLER'S NAME CHANGE. As promptly as practicable following the Closing Date, the Seller shall prepare and file with the Secretary of State of the Commonwealth of Massachusetts all documents and instruments necessary to change the Seller's corporate name to one bearing no resemblance to "Corion Corporation".
SELLER'S NAME CHANGE. As soon as practicable after the -------------------- Closing, the Seller will change (a) its corporate name to a name which is not (and which is not confusingly similar to) "StaffMark, Inc.," and (b) the name of each Subsidiary of the Seller that is not an Acquired Company to a name that does not contain the word, or any word confusingly similar to, "StaffMark," it being the intent of the Parties that, from and after the Closing, the Purchaser (and/or its designee) will have the sole right as against the Seller and all other Persons to conduct business under such name and that the Purchaser (and/or its designee) will commence doing so at the time of the Closing.
SELLER'S NAME CHANGE. On or within five (5) business days following the Closing Date, Seller will take any and all action required to amend Seller’s organizational documents, and all other actions necessary to change its name to one sufficiently dissimilar to Seller’s present name, in Purchaser’s sole judgment, to avoid confusion. IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the Effective Date. SELLER: AKIMBO FINANCIAL, INC. By: /s/ Houston Frost Name: Houston Frost Title: President and CEO PURCHASER: PAYMENT DATA SYSTEMS, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxx Title: President and COO The attached Seller Schedules are dated as of December 22, 2014 and delivered pursuant to the execution of that certain Asset Purchase Agreement dated as of December 22, 2014 (the “Agreement”), by and between Payment Data Systems, Inc., a Nevada corporation (“Purchaser”), and Akimbo Financial, Inc., a Texas corporation (“Seller”). Each exception to a representation and warranty of the Seller set forth in these Seller Schedules shall qualify the specific representation and warranty which is referenced in the applicable section of these Seller Schedules, and no other representation or warranty. The inclusion of any information in these Seller Schedules shall in no manner constitute a representation or admission by Seller that such item is material as contemplated by the Agreement or otherwise. All capitalized terms used in these Seller Schedules and not defined herein shall have the respective meanings ascribed to such terms in the Agreement. Schedule 1.2(b)(i) – Software 3 Schedule 1.2(b)(2) – Equipment 7 Schedule 1.2(b)(3) – Permits 7 Schedule 1.2(b)(8) – Websites 7 Schedule 1.2(c) – Excluded Assets 9 Schedule 1.2(d)(3) – Other Assumed Liabilities 9 Schedule 1.3 – Seller’s Designees of First Tranche Securities 9 Schedule 1.7 – Allocation of Purchase Price 12 Schedule 2.1(a) – Other Jurisdictions 12 Section 2.1(b)(1) – Third Party Consents 12 Schedule 2.1(d) – Contracts 13 Schedule 2.1(g) – Employees and Employee Plans 17 Schedule 2.1(i) – Financial Statements 19 Schedule 2.1(l) – Seller Intellectual Property 19 Schedule 2.1(m) – Insurance 27 Schedule 2.1(n) – Warranties 28 Schedule 3.2(h) – Persons to Execute Non-Competition Agreements 28 Schedule 3.2(j) – Employees to be Hired by Purchaser 28
SELLER'S NAME CHANGE. Seller has delivered to Buyer duly authorized Articles of Amendment to its Articles of Incorporation that changes Seller's name to anything except "Northwest Technical Industries, Inc." or a derivative thereof; provided that Buyer shall not file such Articles of Amendment until Closing.
SELLER'S NAME CHANGE. Seller shall change its corporate name within five (5) business days after the Closing Date to a name that does not include the words "Pro Image."
SELLER'S NAME CHANGE. Within five business days after the Closing Date, Seller shall make such filings with appropriate governmental authorities of the State of California and of each other jurisdiction in which Seller is qualified to do business as a foreign corporation as may be necessary to change Seller's name from "Internet Business Solutions, Inc." to any other name that is not substantially similar thereto.
SELLER'S NAME CHANGE. As soon as practicable after the Closing (and in any event within five (5) days of the Closing), Insurance Plus will change its corporate name to a name which is not (and which is not confusingly similar to) "Insurance Plus" and Yale will change its corporate name to a name which is not (and which is not confusingly similar to) "Yale," "Yale Insurance" or "Yale International Insurance," it being the intent of the Parties that from and after the Closing the Purchaser will have the sole right as against the Sellers and all other Persons to conduct business under such names and that the Purchaser will commence doing so at the time of the Closing.
