Wow - I knew that SHC would have to drop
the Sears from its name eventually after the
Closing Date of the APA, but I did not think
it would have to be while it was in Bankruptcy.
According to the APA, within 30 days of the
Closing Date of the 363 Sale/APA the
Sellers/Debtors are required to:
“ file a motion with the Bankruptcy Court to
amend the caption of the Bankruptcy Cases
to reflect a change in the name of the Sellers...”
Here is the complete Section 9.10 of the APA:
Section 9.10 Use of Name.
Sellers agree that
they shall (i) as soon as practicable after the
Closing Date and in any event within six (6) months
following the Closing Date, cease to make use
of the Trademarks included in the Acquired
Intellectual Property and change the Business
Names of all of their applicable Affiliates to a
Business Name that does not consist of, contain
or incorporate any Trademarks included in the
Acquired Intellectual Property, provided that as
soon as practicable after the Closing Date and
in any event within thirty (30) days following the
Closing Date, Sellers shall cease to make use
of the Trademarks included in the Acquired
Intellectual Property in connection with the
Business and (ii) as promptly as practicable
after the Closing Date, file a motion with the
Bankruptcy Court to amend the caption of the
Bankruptcy Cases to reflect a change in the
name of the Sellers in accordance with the
foregoing clause (i) and (ii) immediately after
the Closing, cease to hold themselves out
as having any affiliation with the Acquired Assets.
Sellers shall promptly deliver to Buyer any
relevant documentation evidencing such
name change, including any name change
amendment and name change notice filed
with or submitted to any Governmental
Authority in each jurisdiction in which such
Seller or Affiliates of Seller is qualified to do
business. Nothing in this Section 9.10 shall
prohibit Sellers’ use of such Trademarks to
the extent that such use (a) is required by
Law to wind down Sellers’ estate or
(b) constitutes nominative or descriptive
fair use under United States Laws, which
refers to Sellers and would not cause
confusion as to the origin of a good or
service, including in accurately stating the
historical relationship between Sellers
and Buyer for information purposes (and
in a non-Trademark manner) in historical,
tax and similar records. “.
