Manufacturing Assets. (a) During the Manufacturing Term, Kenvue and its Affiliates will (i) allow Kenvue Assets (including, for the avoidance of doubt, machinery, molds, tools and other equipment) to remain at the Facilities to the extent such Kenvue Assets are necessary for J&J and its Affiliates to perform Manufacturing Services for the Products and (ii) permit J&J and its Affiliates to use such Kenvue Assets to Manufacture the Products for delivery to Kenvue and to provide reasonable support for the operations of J&J and its Affiliates (such Kenvue Assets described in clause (i) and (ii), including as set forth on Schedule F, collectively, “Transitional Manufacturing Assets”). Title and the risk of loss and damage to the Transitional Manufacturing Assets will at all times reside with Kenvue or its Affiliates, as applicable, except to the extent any such loss arises in connection with the fraud, intentional misconduct or gross negligence of J&J (or an Affiliate or third party service provider of J&J). J&J shall bear the risk of utilizing any Transitional Manufacturing Assets and the Parties acknowledge and agree that J&J’s use thereof shall constitute an acknowledgment by J&J that it has evaluated or assessed such Transitional Manufacturing Assets and determined them to be in good working order and in compliance with applicable safety Laws, and that J&J shall not bring any claim against Kenvue related to J&J’s use of such Transitional Manufacturing Assets.
(b) During the Manufacturing Term, J&J will conduct both routine service and standard preventative maintenance (e.g., calibration) and non-routine service and maintenance of Transitional Manufacturing Assets relating to such Products as necessary to keep them in good working order and in compliance with applicable safety Laws in a manner consistent with J&J’s management and maintenance of its own assets and its past practice in the ordinary course of business. In the event that, during the Manufacturing Term, (i) any Transitional Manufacturing Asset requires replacement or (ii) any additional machinery, tools and other equipment are required (x) solely for J&J to fulfill its obligations to Manufacture Products or (y) which asset the Parties shall have mutually determined shall constitute a Kenvue Asset following the acquisition thereof (notwithstanding the use of such asset both for J&J to fulfill its obligations to Manufacture Products and for the manufacture of products to be supplied to J&J or its Affiliates), in each ca...
Manufacturing Assets. 1 MSA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Manufacturing Assets. Manufacturing Assets Book Value -------------------- ---------- In Circuit Testers Encoder (1) [*] AIB (1) [*] Decoder (1) [*] Injection Molding Equipment (1) [*] Manufacturing Test Stations (3) [*] [*]--CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ATTACHMENT F - MANUFACTURING TRANSITION ASSISTANCE
Manufacturing Assets. Notwithstanding the foregoing, Seller or Seller's Affiliates may, without any cost or other charge, use the Manufacturing Assets (which shall remain at the facilities of Seller or Seller's Affiliates without any cost or other charge to either Buyer or Seller) during the term of the Manufacturing Agreement and only in accordance with the terms of the Manufacturing Agreement. Seller agrees that, from the Closing Date until the date Buyer acquires physical possession of the Manufacturing Assets, Seller and its Affiliates shall cooperate with Buyer to maintain the Manufacturing Assets, at the sole cost and expense of Buyer, in a manner that is substantially similar to Seller's maintenance of such assets.
Manufacturing Assets. During the term of this Agreement, in the event that Supplier undergoes an Insolvency Event as defined in the License Agreement, Company shall have the right to purchase Supplier's assets and equipment relating to the production of Products (the "Production Assets") under the following terms and conditions:
2.9.1 Within ninety (90) days of any event described in Section 2.9, Supplier shall deliver to the Company an offer to sell its Production Assets stating a list of the equipment included in the offer and the price and terms of purchase.
2.9.2 The Company shall have the right of first refusal to purchase the Production Assets for a period of not less than thirty (30) days after Supplier's delivery of the offer details.
2.9.3 If, after any right of first refusal has expired, the Supplier offers any of the Production Assets at a price lower than that offered to the Company, the Supplier shall in writing notify the Company prior to the publication of an offer. The Company shall have the right of first refusal at the lower price for a period of not less than an additional ten (10) days after the date of the notice. Thereafter, the Company shall have no additional right of first refusal. As used in this paragraph, the term "offer" includes any solicitation to the general public by means of newspaper advertisement, radio, television, or written or printed sales literature or price list.
Manufacturing Assets. To fulfill its obligations set forth in the TMSA, Seller shall have the exclusive right to possess and control the assets set forth on Schedule 2.3 (the “Manufacturing Assets”). Upon termination of the TMSA, such assets shall constitute Purchased Assets and Seller shall promptly execute and deliver a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit G-2 providing for the assignment to Purchaser or its designee of the Manufacturing Assets.
Manufacturing Assets. None of the Manufacturing Assets is in need of maintenance or repair, subject to ordinary wear and tear and except for ordinary routine maintenance and repairs.
Manufacturing Assets. (A) Title and risk to the Manufacturing Assets shall be transferred to the Buyer and the Local Buyers on the Effective Date. The Manufacturing Assets shall be disassembled, shipped and delivered to the Buyer and the Local Buyers in accordance with the timelines set out in the Tactical Plan (the “Delivery”). Until such disassembling, the Seller shall use the Manufacturing Assets for the performance of its obligations under the TSA and the Supply Agreement. The Seller shall be responsible for all costs associated with, or arising out of the use of the Manufacturing Assets, including the costs associated with maintaining the Manufacturing Assets in good operating condition and repair, until their physical delivery to the Buyer’s premises.
(B) The date of Delivery of each of the Manufacturing Assets and related Products and Stock (each a “Delivery Date”) shall be determined based upon: (i) the Qualification strategy mutually agreed by the Seller and the Buyer, and (ii) a coherent perimeter defining the Manufacturing Assets to be delivered at each Delivery Date, both of which are set forth in the Tactical Plan. Disassembling the Manufacturing Assets in the French Plant and the Irish Plant and reassembling the Manufacturing Assets in the Buyer’s premises shall be performed under the joint supervision of the Buyer and the Seller. During the week that precedes each Delivery Date, the Seller and the Buyer will (i) perform a joint review of those Manufacturing Assets that are located in the French Plant and the Irish Plant and which are to be delivered and (ii) prepare a joint status report (“Departure Report”). The same joint process will be performed in the Buyer’s premises within the two weeks that follow the installation of the Manufacturing Assets and the Parties will issue a joint status report (“Arrival Report”). If new defects are identified within any such Manufacturing Assets, the claims period open to Buyer shall run for one week as from the date of the Arrival Report.
(C) The Buyer shall be responsible for the control and supervision of the Qualification process in its premises and shall ensure that the actions, the agreed Qualification strategy and timeline as set out in the Tactical Plan are duly observed. The Buyer shall promptly inform the Seller of any issue that it may encounter with respect to the Qualification process. The Seller shall cooperate in good faith with the Buyer and shall provide all technology specifications strictly related to the A...
Manufacturing Assets. Seller represents and warrants that all manufacturing assets constituting part of the Equipment can be (or may be modified to be) used prior to, during, and after the calendar year 2000 and that such manufacturing assets will operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than a century except to the extent such inability to use and process such date data would not give rise to any Liability that would reasonably be expected to have a Material Adverse Effect on Seller.
Manufacturing Assets. The Manager does not have any interest in or own any of the Manufacturing Assets.
