Examples of SunEdison Group in a sentence
SunEdison covenants and agrees to cause the other members of the SunEdison Group to comply with all applicable terms and conditions set forth in this Agreement and acknowledges it shall be liable for any breach of the terms of this Agreement caused by any member of the SunEdison Group.
SSL further acknowledges and agrees that no Intellectual Property conceived, developed, reduced to practice, acquired or otherwise coming under the Control of SunEdison or any member of the SunEdison Group after such effective date of such expiration or termination shall be deemed Licensed IP hereunder or subject to the License.
Except as expressly set forth in this Agreement or any Ancillary Agreement, no member of the SSL Group makes any representation or warranty of any kind whatsoever, express or implied, to any member of the SunEdison Group in any way with respect to the transactions contemplated hereby or any other matter, including as to the amount or nature of, or any other matter concerning, the Liabilities of the members of the SunEdison Group.
Notwithstanding the foregoing, SunEdison shall, or shall cause the other applicable members of the SunEdison Group to, use commercially reasonable efforts to cure any material defects in the applicable SSL Group member’s title to any transferred Assets; provided that the SSL Group shall pay any expenses or any other Liability to any third party incurred by the members of the SunEdison Group in connection with such commercially reasonable efforts.
Subject to the terms and conditions of this Agreement, SunEdison hereby grants, on behalf of itself and the other members of the SunEdison Group, and shall cause the other members of the SunEdison Group to grant, to SSL an exclusive, worldwide, perpetual, non-transferable (except as provided in Section 6.9), royalty-free right and license, with the right to grant sublicenses as set forth in Section 2.3, to use the Licensed SunEdison IP in the SSL Field.
SunEdison covenants and agrees to cause the other members of the SunEdison Group to comply with all the terms and conditions set forth in this Agreement and acknowledges it shall be liable for any breach of the terms of this Agreement caused by any member of the SunEdison Group.
Nothing stated herein shall obligate or require SunEdison to do anything which SunEdison deems to be detrimental or injurious to any other business or commercial activities of either SunEdison or any of the members of the SunEdison Group, and it is expressly understood and agreed that SunEdison shall be obliged to exert only commercially reasonable efforts in providing Services hereunder.
If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Excluded Liabilities shall otherwise become assignable or able to be novated, SSL shall promptly assign, or cause to be assigned, and SunEdison or the applicable SunEdison Group member shall assume, such Unreleased Excluded Liabilities without exchange of further consideration.
SunEdison 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 SunEdison Group.
The Tax treatment of the Transactions reported on any Tax Return described in Section 2.01(a) and (b) shall be consistent with that on any Tax Return filed or to be filed by SunEdison or any other member of the SunEdison Group or caused or to be caused to be filed by SunEdison, unless there is no reasonable basis for such Tax treatment.