Use of Names Following the Closing Date Sample Clauses

Use of Names Following the Closing Date. Within thirty (30) days after the Closing Date, Seller shall change its corporate name to one that does not include the name “Memorex” or any other name that is confusingly similar to that name and shall cease using, and shall not thereafter use, any such name, including use in any and all printed materials, signage, websites or similar identifying materials, except for historical purposes.
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Use of Names Following the Closing Date. Within thirty (30) days after the Closing Date, Purchaser shall change the corporate name of Hanny Magnetics to one that does not include the name “Hanny” or any other name that is confusingly similar to that name and shall, and shall cause its Affiliates to, cease using and not thereafter use any such name, including use in any and all printed materials, signage, websites or similar identifying materials, except for historical purposes.
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Related to Use of Names Following the Closing Date

  • ENDING THE AGREEMENT 8.1 As well as any other rights we have, we can end the Agreement and/or a Related Agreement at any time, with immediate effect if: (a) you don't pay Charges when they are due. This includes any deposit we've asked for; (b) you break this Agreement and/or a Related Agreement in any other material way and you don't correct the situation within 7 days of us asking you to; (c) we reasonably believe that the Service is being used in a way forbidden by paragraph 6, even if you don't know that the Service is being used in such a way; (d) you're in breach of paragraphs 6.3 (a)-(f) or you persistently behave in a way that would allow us to bar your SIM Card in accordance with paragraph 7 of this Agreement; (e) we reasonably believe that you are infringing or have infringed our Rights or the Rights of a third party; (f) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors; or (g) you refuse to return or unreasonably delay in returning any payment, refund or credit that has been made to you in error or for the incorrect amount. 8.2 This Agreement can be ended by either you or by us giving at least 30 days' Notice (in line with paragraph 19). Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period. 8.3 Unless otherwise specified, if you end this Agreement during any Minimum Period or we end this Agreement under paragraph 8.1(a)-(e) and (g), you must pay us a fee of no more than each of the Monthly Subscription Charges up to the end of the Minimum Period. If you pay us the fee of no more than each of the Monthly Subscription Charges up to the end of that Minimum Period in a single payment, we may reduce the amount due by a rate determined by us. This doesn't apply if you end the Agreement for the one of reasons in paragraph 8.4 below. 8.4 You can end this Agreement by giving us Notice (in line with paragraph 19 if: (a) we break a material term of this Agreement which completely restricts our ability to provide you with the Service and we don't correct it within 7 days of receiving your complaint; (b) we go into liquidation or a receiver or administrator is appointed over our assets; (c) we increase our Charges in a way that would allow you to end the Agreement under the terms of this Agreement or (d) we change the terms of this Agreement to your significant disadvantage (which for the avoidance of doubt shall not include an increase in Charges for Additional Services, or an increase in Charges as permitted under the terms of this Agreement. 8.5 If you end this Agreement and have a credit on your final bill, please contact Customer Services and we'll arrange to have this refunded to you.

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment (or written waiver by the Company) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification will be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification will be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period will be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub will have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent will have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) Parent will have deposited, or will have cause to be deposited, the amounts contemplated by Section 2.2(a) with the Exchange Agent.

  • Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Survival of Obligations Upon Termination of Financing Arrangements Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Credit Parties or the rights of Agent and Lenders relating to any unpaid portion of the Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated, or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon the Credit Parties, and all rights of Agent and each Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the provisions of Section 11, the payment obligations under Sections 1.15 and 1.16, and the indemnities contained in the Loan Documents shall survive the Termination Date.