Examples of Enovis Group in a sentence
Prior to or on the Distribution Date, ESAB and Enovis and each member of the ESAB Group designated by ESAB and each member of the Enovis Group designated by Enovis, as applicable, shall cause all conditions to the availability of the funding and release of funds from escrow under the ESAB Financing Arrangements and Enovis Financing Arrangements to be satisfied.
Notwithstanding the foregoing, no member of the Enovis Group shall be required by this Section 2.4 to maintain in effect any Shared Contract or Shared Permit, and no member of the ESAB Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract or Shared Permit.
Enovis shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Enovis Group.
For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article V are made only for purposes of allocating responsibility for Liabilities between the ESAB Group, on the one hand, and the Enovis Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.
The Separation shall have been completed and (i) Enovis, as of the Effective Time, shall have no further Liability whatsoever under the ESAB Financing Arrangements (including in connection with any guarantees provided by any member of the Enovis Group) and (ii) ESAB, as of the Effective Time, shall have no further liability whatsoever under the Enovis Financing Arrangements (including in connection with any guarantees provided by any member of the ESAB Group).
Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Enovis Group.
Upon written request by Gulf Coast or GTE, the Parties shall engage in further good faith negotiations regarding the implementation of such databases as an UNE.
Effective as of the Plan Transition Date, (i) Enovis shall cause ESAB to adopt the ESAB AIP, and (ii) Enovis and ESAB shall cause other members of the ESAB Group to adopt cash incentive compensation and sales commission plans and programs substantially similar to the Enovis and Enovis Group cash incentive compensation and sales commission plans and programs in which ESAB Employees participate.
Subject to the terms and conditions of this Agreement, ESAB hereby grants, and shall cause its Affiliates to grant, to Enovis a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Enovis Field of Use by the Enovis Group but not for the independent use of Third Parties), and worldwide license to the ESAB Licensed IP solely within the Enovis Field of Use (“Enovis License”).
The Parties recognize that legal and other professional services will be provided after the Effective Time, which services will be rendered solely for the benefit of the Enovis Group or the ESAB Group, as the case may be.