Intercompany Settlement Agreement Sample Contracts

3 111132808 V10 "Apple Settlement Agreement" Shall Mean the Amended and Restated Adequate Protection and Settlement Agreement, Dated as of December 15, 2014, by and Among Apple Inc., Platypus Development LLC, GTAT Corporation, GT Advanced Technologies, Inc., GT Advanced Equipment Holding LLC, GT Equipment Holdings, Inc., Lindbergh Acquisition Corp., GT Sapphire Systems Holding LLC, GT Advanced Cz LLC, GT Sapphire Systems Group LLC and GT Advanced Technologies Limited, as Amended by the Apple Settlement Amendment, as in Effect on the First Amendment Effective Date and Giving Effect to Any Other (December 2nd, 2015)
EXECUTION VERSION FIRST AMENDMENT TO MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (EFFECTIVE AS OF APRIL 3, 2011) This First Amendment (The "First Amendment"), Dated as of July 20, 2015, to the Management and Administrative Services Agreement, Effective as of April 3, 2011 (The "2011 Services Agreement"), Is Entered Into by and Between GTAT Corporation (F/K/A GT Solar Incorporated) ("Provider"), a Delaware Corporation, and GT Advanced Technologies Limited (F/K/A GT Solar Hong Kong, Limited) ("Recipient" And, Together With Provider, the "Parties"), a Limited Liability Company Organized and (July 31st, 2015)
EXECUTION VERSION INTERCOMPANY SETTLEMENT AGREEMENT This Intercompany Settlement Agreement (The "Intercompany Settlement Agreement"), Dated as of July 20, 2015, Is Entered Into by and Among GT Advanced Technologies Limited ("GT Hong Kong"), a Hong Kong Limited Liability Company, GTAT Corporation ("GTAT Corp."), a Delaware Corporation, and GT Advanced Equipment Holding LLC ("GT SPE"), a Delaware Limited Liability Company. GT Hong Kong, GTAT Corp., and GT SPE Are Referred to Herein Each as a "Party" And, Collectively, as the "Parties." RECITALS WHEREAS, on October 6, 2014 (The "Petition Date"), (July 31st, 2015)
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF a CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2 WHEREAS, Under the Cost Sharing Agreement, (A) GTAT Corp. And GT Hong Kong Agreed, Among Other Things, to Share the Costs of the Development of Improvements to the Original Technology Platform Licensed Under the ASF License Agreement (Such Improvements, the "Improvements") and (B) GTAT Corp. And GT Hong Kong Each Received the Exclusive Right and Licenses (Without Reservation of Right of the O (July 31st, 2015)
2 1.9 "Contingent Note Collateral" Means (I) 100% of the Amount of Proceeds From ASF Furnace Sales Received by GT Hong Kong That Is Owed to GTAT Corp. Under the Terms of the Intercompany Settlement Agreement, (Ii) 100% of the Amount of Proceeds From ASF Furnace Sales Received by GT Hong Kong That Is Owed to GT SPE Under the Terms of the Intercompany Settlement Agreement and (Iii) 50% of the Amount of Proceeds From ASF Furnace Sales Retained by GT Hong Kong, and Any Proceeds of the Foregoing; All Subject to a Carve-Out for the Benefit of GT Hong Kong of Up to $10 Million. 1.10 "Contingent Payme (July 31st, 2015)
EXECUTION VERSION SECOND AMENDMENT TO POLY/DSS LICENSE AGREEMENT This Second Amendment (The "Second Amendment"), Dated as of July 20, 2015, to the License Agreement, Effective as of July 5, 2010 (As Modified by That Certain Amendment No. 1 to License Agreement, Effective as of April 3, 2011, and as Further Modified by That Certain Polysilicon Transfer Pricing Analysis and Report for the Calendar Year Ended December 31, 2013, the "Poly/Dss License Agreement"), Is Entered Into by and Between GTAT Corporation (F/K/A GT Solar Incorporated) ("Licensor"), a Delaware Corporation, and GT Advanced Tech (July 31st, 2015)
2 1.9 "Cost Sharing Agreement" Means That Certain Agreement for Sharing Development Costs, by and Between GTAT Corp. And GT Hong Kong, Effective as of April 1, 2011, as Amended by That Certain First Amendment to Cost Sharing Agreement, Dated as of July 20, 2015. 1.10 "Court" Means the United States Bankruptcy Court for the District of New Hampshire. 1.11 "Debenture" Means That Certain Debenture Between GT Hong Kong, GTAT Corp., and GT SPE, Dated as of July 20, 2015. 1.12 "Debtors" Means GT Advanced Technologies Inc. And Its Affiliated Debtors in the Chapter 11 Cases. 1.13 "DIP Financing" Means (July 31st, 2015)