Manufacturing Assets. (a) During the Manufacturing Term, Kenvue and its Affiliates will (i) allow Kenvue Assets (including, for the avoidance of doubt, machinery, molds, tools and other equipment) to remain at the Facilities to the extent such Kenvue Assets are necessary for J&J and its Affiliates to perform Manufacturing Services for the Products and (ii) permit J&J and its Affiliates to use such Kenvue Assets to Manufacture the Products for delivery to Kenvue and to provide reasonable support for the operations of J&J and its Affiliates (such Kenvue Assets described in clause (i) and (ii), including as set forth on Schedule F, collectively, “Transitional Manufacturing Assets”). Title and the risk of loss and damage to the Transitional Manufacturing Assets will at all times reside with Kenvue or its Affiliates, as applicable, except to the extent any such loss arises in connection with the fraud, intentional misconduct or gross negligence of J&J (or an Affiliate or third party service provider of J&J). J&J shall bear the risk of utilizing any Transitional Manufacturing Assets and the Parties acknowledge and agree that J&J’s use thereof shall constitute an acknowledgment by J&J that it has evaluated or assessed such Transitional Manufacturing Assets and determined them to be in good working order and in compliance with applicable safety Laws, and that J&J shall not bring any claim against Kenvue related to J&J’s use of such Transitional Manufacturing Assets.
Manufacturing Assets. 1 MSA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Manufacturing Assets. Notwithstanding the foregoing, Seller or Seller's Affiliates may, without any cost or other charge, use the Manufacturing Assets (which shall remain at the facilities of Seller or Seller's Affiliates without any cost or other charge to either Buyer or Seller) during the term of the Manufacturing Agreement and only in accordance with the terms of the Manufacturing Agreement. Seller agrees that, from the Closing Date until the date Buyer acquires physical possession of the Manufacturing Assets, Seller and its Affiliates shall cooperate with Buyer to maintain the Manufacturing Assets, at the sole cost and expense of Buyer, in a manner that is substantially similar to Seller's maintenance of such assets. ARTICLE 5—
Manufacturing Assets. Manufacturing Assets Book Value -------------------- ---------- In Circuit Testers Encoder (1) [*] AIB (1) [*] Decoder (1) [*] Injection Molding Equipment (1) [*] Manufacturing Test Stations (3) [*] [*]--CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ATTACHMENT F - MANUFACTURING TRANSITION ASSISTANCE
Manufacturing Assets. Seller represents and warrants that all manufacturing assets constituting part of the Equipment can be (or may be modified to be) used prior to, during, and after the calendar year 2000 and that such manufacturing assets will operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than a century except to the extent such inability to use and process such date data would not give rise to any Liability that would reasonably be expected to have a Material Adverse Effect on Seller.
Manufacturing Assets. The Manager does not have any interest in or own any of the Manufacturing Assets.
Manufacturing Assets. During the term of this Agreement, in the event that Supplier undergoes an Insolvency Event as defined in the License Agreement, Company shall have the right to purchase Supplier's assets and equipment relating to the production of Products (the "Production Assets") under the following terms and conditions:
Manufacturing Assets. To fulfill its obligations set forth in the TMSA, Seller shall have the exclusive right to possess and control the assets set forth on Schedule 2.3 (the “Manufacturing Assets”). Upon termination of the TMSA, such assets shall constitute Purchased Assets and Seller shall promptly execute and deliver a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit G-2 providing for the assignment to Purchaser or its designee of the Manufacturing Assets.
Manufacturing Assets. (a) Xxxxxx is acquiring under the Purchase Agreement and shall provide, and Xxxxxx shall operate and maintain for Xxxxxx all equipment, tools and substantially all of the component parts necessary for the production of the Products (hereinafter the “Manufacturing Assets”). Xxxxxx shall provide such insurance for the Manufacturing Assets as it deems appropriate. At least monthly, Xxxxxx shall perform scheduled maintenance on the Manufacturing Assets and provide a copy of maintenance records to Xxxxxx.
Manufacturing Assets. None of the Manufacturing Assets is in need of maintenance or repair, subject to ordinary wear and tear and except for ordinary routine maintenance and repairs.
