Examples of Fortive Group in a sentence
Vontier shall indemnify, defend and hold harmless Fortive and the members of the Fortive Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Vontier Group of the Fortive Retained Names pursuant to this Section 4.2(a).
Vontier and the members of the Vontier Group shall not use the Fortive Retained Names in a manner that may reflect negatively on such name and marks or on Fortive or any member of the Fortive Group.
Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Fortive Group or the Vontier Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Fortive Group or the Vontier Group or any of their respective Affiliates.
Subject to any adjustment in accordance with this Section 2.13, all cash and cash equivalents held by any member of the Vontier Group as of the Effective Time shall be a Vontier Asset and all cash and cash equivalents held by any member of the Fortive Group as of the Effective Time shall be a Fortive Retained Asset.
Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Vontier Employee or other former, current or future employee of the Fortive Group or Vontier Group under any Benefit Arrangement of the Fortive Group or Vontier Group.
Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Fortive Group and the Vontier Group as set forth in Section 5.4, (b) the Tax Materials or (c) the Tax-Free Status of the Transactions.
Nothing in this Agreement shall be deemed to be an amendment to any Fortive Benefit Arrangement or Vontier Benefit Arrangement or to prohibit any member of the Fortive Group or Vontier Group, as the case may be, from amending, modifying or terminating any Fortive Benefit Arrangement or Vontier Benefit Arrangement at any time within its sole discretion.
All Liabilities assumed or retained by a member of the Fortive Group under this Agreement shall be Fortive Retained Liabilities for purposes of the Separation Agreement.
This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Vontier Employee or other current or former employee, officer, director or contractor of the Fortive Group or Vontier Group, other than the Parties and their respective successors and assigns.
Subject to the terms and conditions of this Agreement, Vontier shall provide (or cause to be provided) to the Fortive Group access to the facilities, equipment and software listed in Schedule 2.02-2 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Vontier Provided Facilities”, and collectively with the Fortive Provided Facilities and any Additional Facilities, the “Facilities”).