PRESTOLITE ELECTRIC Sample Clauses
PRESTOLITE ELECTRIC. LIMITED whose registered office is at Cleveland Road, --------------------------- Leyland, Preston, Lancashire PR5 1XB ("the Company") RECITALS -------- (A) Pursuant to a Sale and Purchase Agreement (as defined below) ▇▇▇▇▇ is selling the Activity and Assets (as therein defined) to the Company. Notwithstanding the sale of the Activity and Assets to the Company any existing Intellectual Property Rights (defined later) which relate to in-line diesel pumps (the manufacture of which is part of the Activity) are to remain vested in ▇▇▇▇▇.
(B) The Company requires a licence of such Intellectual Property Rights in order to manufacture and supply such in-line diesel pumps to the OE Market (defined later) and to ▇▇▇▇▇ for the Aftermarket (defined later) and ▇▇▇▇▇ agrees to grant such licence on the terms set out in this Licence. NOW IT IS AGREED as follows:- ---------------- 1. DEFINITIONS ----------- In this Licence:
1.1 the following words and expressions shall have the following meanings except where inconsistent with the subject matter or context:- "Aftermarket" means the market for (a) spare and replacement parts for components or sub-assemblies comprised within the products of Original Equipment Manufacturers and (b) automotive accessories and includes (i) supplies of such spare replacement parts and accessories to the MOD and (ii) Original Equipment Service "Associated Company" means any person which is either a holding company (whether direct or indirect) or a subsidiary company of the relevant party or a subsidiary company of any such holding company or is otherwise directly or indirectly controlled by, or is under the same control, direct or indirect, as the relevant party from time to time and at the time that the relevant clause in which such expression appears has application, which where a claim is to be made under the relevant clause shall mean when the cause of action accrued under such clause "Competitor of ▇▇▇▇▇" means Bosch, Denso, Zexel and Stanadyne or any of their Associated
PRESTOLITE ELECTRIC. LIMITED whose registered office is at Cleveland --------------------------- Road, Leyland, Preston, Lancashire PR5 1XB ("the Company") RECITALS --------
(A) The Company has acquired from ▇▇▇▇▇, inter alia, the business of the development design manufacture and assembly of the Products (defined in Clause 1) which have hitherto been distributed in the Market (defined in Clause 1) by LAO, a division of ▇▇▇▇▇.
(B) ▇▇▇▇▇ is in possession of the LAO Stock (defined in clause 1) for distribution to the Market and has agreed to sell the same together with the LAO Assets (defined in clause 1) to the Company on the terms and conditions set out in this Agreement.
(C) The Company intends to take over distribution of the Products to the Market in place of LAO but is not in a position to do so at the date hereof without the risk that such distribution would be disrupted and accordingly the Company has agreed to appoint ▇▇▇▇▇ as its agent for the sale of the Products during a transitional period, and ▇▇▇▇▇ has agreed to act as the Company's agent, on the terms set out in this Agreement.
(D) The provisions of Part I of this Agreement apply to the sale and purchase of the LAO Activity and the LAO Assets, the provisions of Part II apply to the Transitional Arrangements (defined in clause 1) and the provisions of clause 1 and Part III apply to the whole of this Agreement.
PRESTOLITE ELECTRIC. LIMITED whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ --------------------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Licensee")
PRESTOLITE ELECTRIC. LIMITED: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: The Finance Director Fax: ▇▇▇▇▇ ▇▇▇ ▇▇▇ Copy: The Finance Director Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇ (B) LND: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Attention: the Company Secretary Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇ with copies to: Prestolite Electric Inc Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ 18.4 DEEMED RECEIPT
18.4.1 Any notice or other communication given by LND shall be deemed to have been received:
(a) if sent by telex with the relevant answerback appearing at the beginning and end of the telex, on the day on which transmitted;
(b) if sent by fax, with a confirmed receipt of transmission from the receiving machine, on the day on which transmitted;
(c) in the case of a written notice given by hand, on the day of actual delivery; and
(d) if posted, on the second Business Day following the day on which it was despatched by first class mail postage prepaid, provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall only be deemed to have been received on the next Business Day.
18.4.2 Any notice or other communication given to LND shall be deemed to have been given only on actual receipt.