Common use of Changes of Name Clause in Contracts

Changes of Name. 19.1 As soon as reasonably practicable after Closing and in any event within 90 days after the Closing Date, the Seller shall procure that the names of each of: (a) the Seller; and (b) Global Education & Technology Group Ltd (company number 233480 incorporated in the Cayman Islands) are changed to a name which does not consist of or include the phrase “Global Education & Technology”. 19.2 Subject to clause 19.3, as soon as reasonably practicable after Closing and in any event within 90 days after the Closing Date (Grace Period), the Purchaser shall procure that the Target Group Companies shall cease to use or display any trade or service name or ▇▇▇▇, business name, logo or domain name that consists of or includes “Pearson”, “▇▇▇▇▇”, and “YAZOO” or any trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them (the Tail Period IP). Prior to the expiration of the Grace Period, the Seller shall not and shall procure its Affiliates not to claim against any Target Group Company (including any of its franchise schools) for any infringement of the Tail Period IP by any Target Group Company (including any of its franchise schools). 19.3 With effect from Closing, the Purchaser shall procure that the Target Group Companies shall not use or display any trade or service name or ▇▇▇▇, business name, logo or domain name that consists of or includes “Longman” or is otherwise associated with the “Longman” brand or any trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them. 19.4 Without limitation to clauses 19.2 and 19.3, if the Purchaser becomes aware (including by notification from a member of the Seller’s Group or its Representatives) that any Target Group Company is using or displaying any trade or service name or ▇▇▇▇, business name, logo or domain name used or held by the Seller’s Group or any trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them (a Seller Group IP), the Purchaser shall promptly, and in any event within 30 days from the date the Purchaser becomes so aware, procure that the Target Group Companies cease to use or display such Seller Group IP. 19.5 With effect from Closing, the Target Group Companies shall not hold themselves out as being part of, or otherwise connected or associated with, the Seller’s Group.