Exhibit 2.5
EXHIBIT F TO
DISTRIBUTION AGREEMENT
SHORT-FORM ASSIGNMENT
WHEREAS, PROVIDIAN CORPORATION, a Delaware corporation, having offices at
000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx (the "ASSIGNOR"), has used in its
business and is the owner of the entire right, title and interest in and to the
trademarks set forth in the attached Exhibit A, and the goodwill appurtenant to
said marks; and the United States Trademark Registrations and Applications for
said marks;
WHEREAS PROVIDIAN BANCORP, INC. is a Delaware corporation, having offices
at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (the "ASSIGNEE").
WHEREAS ASSIGNEE is desirous of acquiring ASSIGNOR's entire right, title
and interest in and to said trademarks, the appurtenant goodwill, the federal
trademark registrations and applications for said marks and the rights at common
law in and to said marks;
WHEREAS ASSIGNOR desires to assign said trademarks, trademark registrations
and trademark applications to ASSIGNEE so that they follow the associated
business of SPINCO;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; ASSIGNOR hereby assigns, transfers and conveys to ASSIGNEE, it
successors, legal representatives and assigns, ASSIGNOR's entire right, title
and interest in and to each of the service marks identified in Exhibit A, the
goodwill of the business appurtenant to and connected with the marks, the United
States Trademark Registrations and Applications for said marks, and all rights
at common law in the marks.
IN WITNESS WHEREOF, ASSIGNOR has executed this Assignment by the hand of
its duly authorized representative.
PROVIDIAN CORPORATION
By: Dated:
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, Its
