ESAB Group definition
Examples of ESAB Group in a sentence
Subject to the terms and conditions of this Agreement, Enovis hereby grants, and shall cause its Affiliates to grant, to ESAB a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the ESAB Field of Use by the ESAB Group but not for the independent use of Third Parties), and worldwide license to the Enovis Licensed IP in the ESAB Field of Use (“ESAB License”).
Each member of the Colfax Group shall execute and deliver to ESAB (or such member of the ESAB Group as ESAB shall designate) any power of attorney or other similar document reasonably requested by ESAB (or such designee) in connection with any Tax Contest (as to which ESAB is the Controlling Party) described in this Section 9.
Effective as of the Plan Transition Date, (i) Enovis shall cause ESAB to adopt the ESAB AIP, and (ii) Enovis and ESAB shall cause other members of the ESAB Group to adopt cash incentive compensation and sales commission plans and programs substantially similar to the Enovis and Enovis Group cash incentive compensation and sales commission plans and programs in which ESAB Employees participate.
Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Distribution Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the ESAB Business (in the case of the ESAB Group) or the Enovis Business (in the case of the Enovis Group).
Upon any Change of Control of ESAB or any member of the ESAB Group, Enovis’ obligations under Section 2.3 shall automatically terminate.
Enovis agrees to take all necessary actions to assure the full release and discharge of ESAB and the other members of the ESAB Group from all obligations pursuant to the Enovis Financing Arrangements as of no later than the Effective Time.
All members of the Colfax Group and ESAB Group shall prepare all Tax Returns in accordance with the Final Allocation.
Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Enovis, the Enovis Group, ESAB or the ESAB Group any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.
ESAB agrees to indemnify and hold harmless each member of the Colfax Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the ESAB Group having supplied, pursuant to this Section 7, a member of the Colfax Group with inaccurate or incomplete information in connection with a Tax liability.
Colfax and ESAB desire to set forth their agreement on the rights and obligations of Colfax and ESAB and the members of the Colfax Group and the ESAB Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection therewith and (C) various other Tax matters.