USG Business definition

USG Business means research and development related to, and prototyping, manufacturing, sales, marketing, services, licensing and/or maintenance of, energy storage materials, electrodes, cells and system products for the following applications for the U.S. government: (i) military vehicles, (ii) military power grids, (iii) small format energy cells for remote devices (including without limitation portable soldier power, and unmanned aerial vehicles), (iv) directed energy (including without limitation pulsed power weapons, high energy laser, advanced armor, and shipboard uninterrupted power supply/advanced systems), and (v) satellite/space.

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USG Business means the Sellers’ business of prototyping, manufacturing, sales, marketing, services, licensing and/or maintenance of, energy storage materials, electrodes, cells, electronics circuitry, battery management, thermal/cooling designs, mechanical packaging, and system products for (a) the following applications for the U.S. government: (i) military vehicles, (ii) military power grids, (iii) small format energy cells for remote devices (including without limitation portable soldier power, and unmanned aerial vehicles), (iv) directed energy (including without limitation pulsed power weapons, high energy laser, advanced armor, and shipboard power supply/advanced systems (battery back-up, non-propulsion), (v) satellite/space, (vi) all Department of Defense applications, (vii) all Department of Energy applications and (viii) all U.S. homeland security applications, and (b) all law enforcement applications, including in each case research and development conducted by the Government Research Team and Government Solutions Team related to the same.

USG Business means the Sellers’ business of prototyping, manufacturing, sales, marketing, services, licensing and/or maintenance of, energy storage materials, electrodes, cells, electronics circuitry, battery management, thermal/cooling designs, mechanical packaging, and system products for (a) the following applications for the U.S. government: (i) military vehicles, (ii) military power grids, (iii) small format energy cells for remote devices (including without limitation portable soldier power, and unmanned aerial vehicles), (iv) directed energy (including without limitation pulsed power weapons, high energy laser, advanced armor, and shipboard power supply/advanced systems (battery back-up, non-propulsion), (v) satellite/space, (vi) all Department of Defense applications (the businesses described in subsections (a)(i) through (a)(vi) are collectively referred to as the “DOD Business”), (vii) all Department of Energy applications (the “DOE Business”) and (viii) all U.S. homeland security applications (the “Homeland Security Business”), and (b) all law enforcement applications, including in each case research and development conducted by the Government Research Team and Government Solutions Team related to the same (the “Law Enforcement Business”).

Examples of USG Business in a sentence

• Thereafter, the Purchaser shall be entitled to request and receive files from the Backup Tapes pursuant to procedures instituted with such third party that Purchaser requires for the USG Business and is entitled to access pursuant to any written agreement between the Purchaser and the Excluded Asset Purchaser, or that constitute Purchased Assets.

• The Purchased Assets constitute all assets used or held primarily for use by Sellers and their Affiliates in, and necessary and sufficient for, the operation of the USG Business as operated as of the Petition Date.

• Thereafter, the Purchaser shall only be entitled to request and receive files from the Backup Tapes pursuant to procedures instituted with such third party that Purchaser requires for the USG Business and is entitled to access pursuant to any written agreement between the Purchaser and the Excluded Asset Purchaser, or that constitute Purchased Assets.

• This wil] also be extended to other substances that altllough tlley are not considered dangerous, these chatactctistics can cause danlage to the enVlrOnn1ent or to health.

• Neither any A123 Entity nor any of the operations of the USG Business, nor any representatives of any A123 Entity (solely with respect to issues arising out of or relating to its relationship with the USG Business), is, or has been, suspended or debarred from doing business with a Governmental Authority.

• Licensor shall have the right to enforce the Licensed IP against third party infringers for all fields outside the USG Business and Licensee shall have the right to enforce the Licensed IP against third party infringers in the field of the USG Business.

• Each Permit is in full force and effect, the A123 Entities are in compliance in all material respects with their terms and conditions, all required renewal applications have been timely filed, no notice has been received by a Governmental Authority to revoke any material Permit and no proceeding is pending or, to the Knowledge of the Sellers, threatened to revoke or limit any Permit required for the operation of the USG Business.

• The Purchaser and the Sellers shall furnish or cause to be furnished to each other, as promptly as reasonably practicable, such information in their possession and assistance relating to the USG Business, the Purchased Assets, the Transferred Employees and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, or in connection with any Tax audit or other Tax proceeding.

• If Licensee exercises its right, Licensor shall assign all right, title and interest in and to such item of Licensed IP to Licensee and Licensee shall grant a license back to Licensor to use such item of Licensed IP outside the USG Business.