Examples of Transition Manufacturing Agreement in a sentence
For the avoidance of doubt, nothing herein shall limit the Buyer’s, Seller’s or other Indemnified Party’s rights under Section 3.3 and Section 13.11 any claims arising out of or based upon Fraud, or any claims or rights under the Intellectual Property License Agreement, the Transition Services Agreement or the Transition Manufacturing Agreement.
This Agreement, including its recitals and schedules, together with the IDSH Non-compete, the Transition Manufacturing Agreement and the After-Sale Services Agreement represent the entire agreement and understanding of the Parties and the Guarantor with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein.
The Tangible Personal Property does not include any assets associated solely with the ASML Business, except to the extent described in the ASML Transition Manufacturing Agreement.
Buyer and Seller shall, or shall cause their relevant Affiliates to, enter into, execute and deliver (a) the Transition Services Agreement, substantially in the form attached as Exhibit D (the “Transition Services Agreement”) and (b) Transition Manufacturing Agreement, substantially in the form attached as Exhibit E (the “Transition Manufacturing Agreement”).
Buyer hereby grants to Seller and its Affiliates permission to use the IP Rights that are owned by the Transferred Company during the terms of the Transition Services Agreement and the Transition Manufacturing Agreement to the extent required by Seller and its Affiliates to provide the services described therein to Buyer or its Affiliates.
As soon as reasonably practicable following the termination or expiration of the Transition Manufacturing Agreement, Seller shall, and shall cause its relevant Affiliates to, transfer, assign and deliver to the Transferred Company all of Seller’s and its Affiliates’ right, title and interest in, to and under the Transferred TMA-Related Contracts to the extent related to the Business.
The transaction price consists of an upfront cash payment of $90 million, a portion of which is allocated to the fair value of the services to be rendered under the Transition Services Agreement and Transition Manufacturing Agreement entered into with Varian as part of this transaction.
The transaction price consisted of an upfront cash payment of $90 million, a portion of which is allocated to the fair value of the services to be rendered under the Transition Services Agreement and Transition Manufacturing Agreement entered into with Varian as part of this transaction.
In connection with the Mohawk APA, Beaulieu and Mohawk entered into a Transition Manufacturing Agreement (the “TMA”) pursuant to which Mohawk would continue to manufacture certain products for Beaulieu.
Within 60 days following the termination of the Transition Manufacturing Agreement, Buyer shall remove all Assets from any property owned, leased, used and/or occupied by any of the Sellers other than the Millersburg Facility and the Leased Real Property (the “Sellers’ Real Property”); provided that all Assets shall be removed from the Elko facility within 60 days after Closing.