Examples of ESAB 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.
ESAB 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 ESAB 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).
Within six (6) months following the Effective Date, ESAB and each member of the ESAB Group shall cease using the name “Enovis Growth Excellence”, “Enovis Business System” or “EBS” or any term similar thereto to describe the rights licensed hereunder or for any other purpose; provided, however, that ESAB shall be permitted to use the name “ESAB Business Excellence System” or “EBX”.
ESAB agrees to indemnify and hold harmless each member of the Colfax Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the ESAB Group having supplied, pursuant to this Section 7, a member of the Colfax Group with inaccurate or incomplete information in connection with a Tax liability.
As the Court has previously made clear,2 Plaintiffs’ RICO cause of action authorizes nationwide services of process, 18 U.S.C. § 1965(d), and “service of process [in RICO cases] is sufficient to establish the jurisdiction of the federal court over the person of the defendant” as long as such jurisdiction comports with due process.” ESAB Group v.
Colfax and ESAB desire to set forth their agreement on the rights and obligations of Colfax and ESAB and the members of the Colfax Group and the ESAB Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection therewith and (C) various other Tax matters.
Colfax agrees to indemnify and hold harmless each member of the ESAB Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the Colfax Group having supplied, pursuant to this Section 7, a member of the ESAB Group with inaccurate or incomplete information in connection with a Tax liability.