0001104659-07-026721 Sample Contracts

AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Amended and Restated Transition Services Agreement (this “Services Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”), by and between International Rectifier Corporation, a corporation organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, Inc., a company organized under the laws of the State of Delaware (“Purchaser”). IR and Purchaser each may be referred to herein as a “Party” and collectively, as the “Parties.”

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TRANSITION PRODUCT SERVICES AGREEMENT
Transition Product Services Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Transition Product Services Agreement (this “Agreement”) is entered into and effective as of the 1st day of April 2007 (the “Effective Date”), by and between International Rectifier Corporation, a corporation organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, a company organized and existing under the laws of the State of Delaware (the “Purchaser”). IR and Purchaser each may be referred to herein as a “Party” and collectively, as the “Parties.” International Rectifier Southeast Asia Pte. Ltd., a company organized and existing under the laws of Singapore (“IRSEA”) and Vishay Asia Logistics Pte Ltd. , a company organized and existing under the laws of Singapore (“Vishay Asia”) are also Parties hereto solely for the purposes of the provisions of Section 4.3, with Vishay Asia additionally being a party for the purposes of Section 4.4.

IR TRADEMARK LICENSE AGREEMENT
Ir Trademark License Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This IR Trademark License Agreement (this “IR Trademark Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”), by and between International Rectifier Corporation, a company organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, Inc., a company organized under the laws of Delaware (“Purchaser”). IR and Purchaser each may be referred to herein as a “Party” and collectively as the “Parties.”

TECHNOLOGY LICENSE BACK AGREEMENT
Technology License Back Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Technology License Back Agreement (“Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”), by and between Vishay Intertechnology, Inc., a company organized under the laws of Delaware (the “Purchaser”), and International Rectifier Corporation, a company organized under the laws of the State of Delaware (“IR”). IR and the Purchaser each may be referred to herein as a “Party” and collectively as the “Parties.”

TRANSITION BUY BACK DIE SUPPLY AGREEMENT
Transition Buy Back Die Supply Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Transition Buy Back Die Supply Agreement (this “Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”), by and between International Rectifier Corporation, a corporation organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, a company organized and existing under the laws of the State of Delaware (the “Supplier”). IR and Supplier each may be referred to herein as a “Party” and collectively, as the “Parties.”

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Technology License Agreement (“Technology Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”), by and between International Rectifier Corporation, a company organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, Inc., a company organized under the laws of Delaware (the “Purchaser”). IR and the Purchaser each may be referred to herein as a “Party” and collectively as the “Parties.”

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Trademark License Agreement (this “Trademark Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”) by and between International Rectifier Corporation, a company organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, Inc., a company organized under the laws of Delaware (“Purchaser”). IR and Purchaser each may be referred to herein as a “Party” and collectively as the “Parties.”

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Escrow Agreement (this “Agreement”) is entered into as of the 1st day of April, 2007, by and among by and among Vishay Intertechnology, Inc., a Delaware corporation (“Purchaser”), International Rectifier Corporation, a Delaware corporation (“Seller”), and Union Bank of California, N.A., as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Master Purchase Agreement (as defined below).

TRANSITION IGBT/AUTO DIE SUPPLY AGREEMENT
Auto Die Supply Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Transition IGBT/Auto Die Supply Agreement (this “Agreement”) is entered into and effective as of the 1st day of April, 2007 (the “Effective Date”), by and between International Rectifier Corporation, a corporation organized under the laws of the State of Delaware (“IR”), and Vishay Intertechnology, a company organized and existing under the laws of the State of Delaware (the “Purchaser”). IR and Purchaser each may be referred to herein as a “Party” and collectively, as the “Parties.”

AMENDMENT AGREEMENT NO. 3 AND WAIVER AGREEMENT NO. 1 with respect to MASTER PURCHASE AGREEMENT, ASSET PURCHASE AGREEMENT AND STOCK PURCHASE AGREEMENTS
3 and Waiver Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices

This Amendment and Waiver Agreement (this “Amendment”) is made as of the 30th day of March, 2007 by and between Vishay Intertechnology, Inc. (“Vishay”), Siliconix inc. (“Siliconix”), V.I.E.C., Ltd. (“VIEC”), Vishay Europe GmbH (“Vishay Europe”), Siliconix Semiconductor, Inc., acting in its function (hoedanigheid) as managing partner (beherend vennoot) of the limited partnership (commanditaire vennootschap) Siliconix Technology C.V. (“STCV”), Vishay Americas, Inc. (“Vishay Americas”), and Vishay Asia Logistics Pte. Ltd. (“Vishay Asia”, and together with Vishay, Siliconix, VIEC, Vishay Europe, STCV, and Vishay Americas the “Purchasers”), on the one hand, and International Rectifier Corporation (“IRC”), International Rectifier Southeast Asia Pte, Ltd (“IRSEA”) and IR International Holdings China, Inc. (“IR China Holdings”, and together with IRC and IRSEA, the “Sellers”), on the other hand. Reference is made to (i) the Master Purchase Agreement dated as of November 8, 2006 (as amended thro

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