|(viii)||amend Schedule 12.2 as well as|
|(ix)||confirm mutual understanding and interpretation of several terms.|
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Unless otherwise defined in this Amendment, capitalized terms and expressions used herein shall have the meanings given to them in the Asset Purchase Agreement.
Section 2 “Definitions” shall be amended by deletion of the following definitions:
“Binding Intangible Working Capital Accounts”,
“Sold Intangible Assets”,
“Intangible WC Balance Amount”,
“Intangible Working Capital Accounts”.
Section 5 “Sold Tangible Assets”, Subsection 5.5 shall be deleted in its entirety and replaced with the following wording:
“Purchaser 2 shall be entitled to nominate Purchaser 3 (and Purchaser 3 hereby already consents to such nomination) to acquire any or all of the Sold Assets with the exception of the Rubber Hereditary Building Right instead of Purchaser 2. Purchaser 2 shall exercise the foregoing right by submitting not less than ten (10) Business Days prior to the Closing Date a written declaration to Seller 2 (acting as authorized recipient also for Seller 3) that sets forth the Sold Assets Purchaser 3 shall acquire. Purchaser 3 shall acquire the relevant Sold Assets in lieu of Purchaser 2. To the extent Purchaser 2 exercises its nomination right under this Section, Purchaser 3 shall be placed in a position as if it would have purchased the Sold Assets under Section 5.”
The following new Section 7.5 shall be added to the Asset Purchase Agreement:
"The Purchasers shall not, and shall cause its Affiliates, distributors and agents not to, use any tradename which consists of or incorporates the “Trinseo” name, the “Trinseo” visual identity, or anything that is substantially or confusingly similar to this name or visual identity (“Retained Name”) from and after the Closing Date except that the Purchasers and their Affiliates, distributors and agents shall have the right to use, market and sell, or otherwise dispose of, the inventory, signage, vehicles, equipment, machinery, business consumables, marketing materials, packaging, or other materials (including letters, brochures and business cards) and other tangible assets in the Purchaser’s possession as of the Closing Date on which a Retained Name is printed, painted, affixed, or otherwise displayed until the earlier of (i) the deletion and/or consummation of the foregoing or (ii) the expiry of a period of six (6) months after the Closing Date; provided that such use shall be in a manner which is consistent with the use of this name and visual identity prior to the Closing Date, does not create confusion