ASG Business definition
Examples of ASG Business in a sentence
From and after the Closing, except as expressly set forth in the ESG Documents, all liabilities and obligations of the Ex-ESG Company will relate exclusively to the ASG Business and the Company has not caused the Ex-ESG Company to incur, assume, guarantee or otherwise become subject to any liability or obligation that related exclusively to or was incurred in connection with the ESG Business that will survive the Closing.
There shall be no assignment or transfer of employment with respect to an ASG Business Employee to ESG or the ESG Group as of the Distribution Date.
Former employees of the KLX Group shall be deemed to include all employees who, as of their last day of employment with any of KLX, ESG SpinCo or their respective Affiliates, had employment duties primarily related to the ASG Business (collectively, the Former KLX Employees).
KLX and ESG SpinCo wish to enter into this Agreement setting forth their rights and obligations with respect to the transfer of the KLX Trademarks and associated rights (as set forth in Section 3.01), on an as-is basis, to ESG SpinCo and the rebranding of the ASG Business (as more fully described in Article IV).
Except as set forth in the Spin-Off Agreements, all assets, properties and operations of Kiawah Energy relate, and have always related, solely to the ESG Business, and neither Kiawah Energy, nor any of its assets, operations or properties, is used or has ever been used in the ASG Business.
The Parties acknowledge and agree that all provisions contained in this Agreement with respect to ESG Business Employees and ASG Business Employees are included for the sole benefit of the respective Parties and shall not create any right (i) in any other Person, including employees, former employees, any participant or any beneficiary thereof, in any Benefit Plan, or (ii) to continued employment with the ESG Group or the KLX Group.