Examples of Worthington Steel Group in a sentence
Nothing in this Agreement shall be deemed to be an amendment to any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement or to prohibit New Worthington, Worthington Steel, or any member of the New Worthington Group or Worthington Steel Group, as the case may be, from amending, modifying or terminating any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement at any time within its sole discretion.
Nothing in this Agreement is intended to or shall confer upon any employee or former employee of New Worthington, the New Worthington Group, Worthington Steel or the Worthington Steel Group any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.
Worthington Steel agrees to indemnify and hold harmless each member of the New Worthington 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 Worthington Steel Group having supplied, pursuant to this Article VII, a member of the New Worthington Group with inaccurate or incomplete information in connection with a Tax liability.
New Worthington, on behalf of itself and the New Worthington Group, hereby grants to the Worthington Steel Group a perpetual, irrevocable, royalty-free, fully paid up, non-transferrable (except as permitted pursuant to Section 8.1(g)), non-exclusive license to use the Licensed Intellectual Property in connection the Worthington Steel Business.
Following the Effective Time, the Worthington Steel Group shall be solely responsible for, and no member of the New Worthington Group shall have any obligation or Liability with respect to, any and all such amounts.
On or prior to the Effective Time or as soon as practicable thereafter, Worthington Steel shall (with the reasonable cooperation of the applicable members of the Worthington Steel Group) use its commercially reasonable efforts to have any members of the New Worthington Group removed as guarantor of or obligor for any Worthington Steel Liabilities.
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 Worthington Steel Group, on the one hand, and the New Worthington 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 Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all New Worthington Employees are employed or engaged at a member of the New Worthington Group and all Worthington Steel Employees are employed or engaged at a member of the Worthington Steel Group, in each case, as of immediately prior to the Effective Time.
Each member of the Worthington Steel Group shall execute and deliver to New Worthington (or such member of the New Worthington Group as New Worthington shall designate) any power of attorney or other similar document reasonably requested by New Worthington (or such designee) in connection with any Tax Contest (as to which New Worthington is the Controlling Party) described in this Article IX.
In no event shall New Worthington be required to file any request for a Post-Distribution Ruling under this Section 6.3(a) unless Worthington Steel represents that (i) it has read such request, and (ii) all information and representations, if any, relating to any member of the Worthington Steel Group, contained in such request documents are (subject to any qualifications therein) true, correct and complete.