Examples of Vontier Group in a sentence
Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Fortive Group or the Vontier Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Fortive Group or the Vontier Group or any of their respective Affiliates.
Fortive shall be entitled to terminate this Agreement immediately by providing written notice to Vontier upon material breach of this Agreement by Vontier or any member of the Vontier Group and failure to cure such breach within ten (10) days of written notice thereof.
Notwithstanding the foregoing, to the extent a portion of any such Tax Contest with respect to a Joint Return with respect to Foreign Taxes relates to a matter which was customarily controlled by a member of the Vontier Group, as determined by Fortive in its sole discretion, then Fortive may elect that Vontier shall be responsible for conduct of such portion of such Tax Contest and any expenses related thereto, including expenses relating to supporting transfer pricing analysis.
In addition, Vontier shall not be permitted, and shall not permit any member of the Vontier Group, without Fortive’s prior written consent, to make a change in any of its methods of accounting for Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods have expired.
Fortive shall in good faith advise Vontier in writing of the amount (if any) of any Tax Attributes, which Fortive determines, in its good faith discretion, shall be allocated or apportioned to the Vontier Group under applicable Law.
The foregoing license shall be sublicenseable solely (i) to other members of the Vontier Group (for clarity, for only so long as such Persons remain Affiliates of Vontier), and (ii) to third parties to the extent reasonably necessary to support the business of the Vontier Group and subject to appropriate confidentiality and non-use obligations.
Upon expiration or termination of the rights granted to the Vontier Group pursuant to this Section, Vontier hereby assigns, and shall cause the other members of the Vontier Group to assign, to Fortive their rights (if any) to any Trademarks forming a part of or associated with the Fortive Retained Names.
The Parties agree that in light of the substantial contributions of the Vontier Group to the development of the FBS, no further consideration is payable by Vontier for the FBS license set forth in Section 2.01.
Subject to the terms and conditions of this Agreement, Fortive shall provide (or cause to be provided) to the Vontier Group access to the facilities, equipment and software listed in Schedule 2.02-1 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Fortive Provided Facilities”).
Vontier and the members of the Vontier Group shall not use the Fortive Retained Names in a manner that may reflect negatively on such name and marks or on Fortive or any member of the Fortive Group.