Transitional License Agreement. 5.16 Undertaking ......................................................... 2.3(b)(iv) UK DB Plan .............................................................. 5.9(i) UK DC Plan .............................................................. 5.9(i) UK Plans ................................................................ 5.9(i) Updated Information ....................................................... 5.18 VMS ..................................................................... 3.9(b) WEX ..................................................................... 2.7(a) Withholding Taxes ...................................................... 6.15(a) Year 2000 Compliant .................................................... 3.15(a) AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of May 22, 1999, is by and among PHH CORPORATION, a Maryland corporation ("Parent"), PHH HOLDINGS CORPORATION, a Texas corporation and a wholly owned subsidiary of Parent ("Holdings"), AVIS RENT A CAR, INC., a Delaware corporation ("Acquiror"), and AVIS FLEET LEASING AND MANAGEMENT CORPORATION, a Texas corporation and a wholly owned subsidiary of Acquiror ("Acquiror Sub").
Transitional License Agreement. Parent shall cause Cendant to grant to Acquiror and Acquiror Sub a limited license to use the marks CENDANT, CENDANT BUSINESS ANSWERS, the "C" logo and the other items of intellectual property set forth in
Transitional License Agreement. The Company and the Continuing Subsidiaries will not, except as expressly provided for in and subject to the explicit terms of the Transitional License Agreement to be entered into between Seller and the Company in the form attached hereto as Exhibit I (the “Transitional License Agreement”) have any rights to use the names “Alere”, “Alere Health”, “Alere Health Improvement”, “Alere Women’s and Children’s Health”, and the Alere logo, which shall be available only on a transitional basis. No provision of this Section 5.9 is intended to, nor shall any provision of this Section 5.9 be deemed or construed to, provide any right, title, interest, license, remedy or claim to any third party in, to, under or as a result of the use of the name “Alere” pursuant to this Section 5.9.
Transitional License Agreement. Buyer shall have received a copy of the Transitional License Agreement executed by the Company and all Seller Affiliates party thereto.
Transitional License Agreement. 47 5.17 INTERCOMPANY OBLIGATIONS; AFFILIATE AGREEMENTS.........48 5.18
Transitional License Agreement. Parent shall cause Cendant to grant to Acquiror and Acquiror Sub a limited license to use the marks CENDANT, CENDANT BUSINESS ANSWERS, the "C" logo and the other items of intellectual property set forth in Section 5.16 of the HOLDINGS DISCLOSURE SCHEDULE for the sole purpose of selling off or otherwise disposing of any existing inventory of products or business materials of the Business in the United Kingdom, which license shall commence at the Effective Time and end as soon as practicable, but in no event later than the first anniversary of the Effective Time or the disposal of all such existing inventory. At the Closing, Parent shall cause Cendant, on the one hand, and Acquiror and Acquiror Sub, on the other hand, to enter into a transitional license agreement substantially in the form of EXHIBIT I hereto (the "Transitional License Agreement").
Transitional License Agreement. 47 5.17 Intercompany Obligations; Affiliate Agreements .................... 48 5.18 Supplements to Disclosure Schedules ............................... 49 5.19 Public Announcements .............................................. 49 5.20
Transitional License Agreement. Parent shall cause Cendant to grant to Acquiror and Acquiror Sub a limited license to use the marks CENDANT, CENDANT BUSINESS ANSWERS, the "C" logo and the other items of intellectual property set forth in Section 5.16 of the Holdings Disclosure Schedule for the sole purpose of selling off or otherwise disposing of any existing inventory of products or business materials of the Business in the United Kingdom, which license shall commence at the Effective Time and end as soon as practicable, but in no event later than the first anniversary of the Effective Time or the disposal of all such existing inventory. At the Closing, Parent shall cause Cendant, on the one hand, and Acquiror and Acquiror Sub, on the other hand, to enter into a transitional license agreement substantially in the form of Exhibit I hereto (the "Transitional License Agreement").
Transitional License Agreement. 4.1.1 UK Business Employees...................................... 6.5.1 UK Facilities.............................................. 2.1.8(f) UK Leases.................................................. 2.1.8(I) UK Receivables............................................. 1.2.2(g) UK Subsidiary.............................................. 11.2 VATA....................................................... 2.1.8(I) Page ix Warranty Reserve........................................... 1.3.1(d) Page x ASSET PURCHASE AGREEMENT ------------------------ This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of August --------- 4, 2000, is between PRESTOLITE ELECTRIC INCORPORATED, a Delaware corporation ("Prestolite"), and AMETEK, INC., a Delaware corporation ("Purchaser"). ------------ --------- Capitalized terms used but not otherwise defined in this Agreement are defined in Section 11.2. ------------ BACKGROUND INFORMATION
Transitional License Agreement. Each of Prestolite and ------------------------------ Purchaser shall have executed a license agreement (the "Transitional ------------ License Agreement") containing the terms and conditions under which ----------------- Prestolite shall grant Purchaser rights to use for a limited time certain "Prestolite" trade names from and after the Closing Date, substantially in the form attached to this Agreement as Exhibit 4.1.1. -------------
