Examples of Xxxxxxxx Sale in a sentence
If GE fails to deliver a Xxxxxxxx Sale Call Option Request on or prior to the end of the Xxxxxxxx Sale Call Option Period, the right to exercise the Xxxxxxxx Sale Call Option will expire.
Closing will occur (i) unless such Xxxxxxxx Sale Call Option Closing is permitted under applicable Law and (ii) unless and until any and all necessary approvals, authorizations or clearances from governmental entities and unaffiliated Persons have been obtained, including any required clearances under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any required approvals from any other competition authority.
The Supply Assurances with respect to [***] will survive for a period ending on the date that is [***] following the Xxxxxxxx Sale Closing.
If GE delivers a timely Xxxxxxxx Sale Call Option Request, the Members will determine, or cause to be determined, the FMV in accordance with Section 17.08.
After a Xxxxxxxx Sale Call Option Closing, Xxxxxxxx shall be deemed to have waived compliance by GE of the non-solicit obligations of GE in Section 6.04(d), with such waiver to be effective from and after the Xxxxxxxx Sale Call Option Closing.
Neither the exercise or consummation of a Xxxxxxxx Sale Call Option, nor any Liquidation of the Company following a Xxxxxxxx Sale Call Option Closing, nor the termination of any Transaction Document pursuant to Section 17.03(a) shall affect Xxxxxxxx’x rights to receive (a) the Xxxxxxxx Annual Payment Amount pursuant to the Purchase and Sale Agreement, and (b) any Royalty pursuant to the Royalty Agreement.
If any Transition Costs are to be paid by the Company, each of GE and Xxxxxxxx shall make Capital Contributions necessary to enable the Company to pay for the establishment of manufacturing capabilities as described in this Section 17.03(b) and any assets purchased by the Company with such Capital Contributions shall be transferred to GE, with such transfer to be effective as of the Xxxxxxxx Sale Call Option Closing.
GE and Xxxxxxxx shall (i) review from time to time after the Xxxxxxxx Sale Call Option Closing (but at least on an annual basis) the anticipated remaining Transition Costs to be incurred by GE and (ii) cause a portion of such escrowed amount to be released to Xxxxxxxx to reflect any reductions to such anticipated Transition Costs reasonably agreed to by GE and Xxxxxxxx.
To exercise the Xxxxxxxx Sale Call Option, GE must deliver a notice of exercise (a “Xxxxxxxx Sale Call Option Request”) to the Company and Xxxxxxxx on or before the end of the Xxxxxxxx Sale Call Option Period.
Xxxxxxxx shall maintain staffing related to the GE Parts materially consistent with the staffing levels and practices prior to the date of the Xxxxxxxx Sale Closing, taking into consideration demand requirements and positive effects of labor initiatives.