NGSB definition
Examples of NGSB in a sentence
Except as may expressly be set forth in this Agreement, none of New NGC, NGSC, HII, NGSB or any other member of either Group shall in any event have any Liability to the other or to any other member of the other’s Group, or to any other New NGC Indemnitee or HII Indemnitee, as applicable, under this Agreement (a) to the extent that any such Liability resulted from any willful violation of Law or fraud by the party seeking indemnification or (b) for any indirect, punitive or consequential damages.
The rights and obligations of each of New NGC, NGSC, HII, NGSB and their respective Indemnitees under this Article V shall survive the sale or other transfer by any party of any Assets or businesses or the assignment by it of any Liabilities.
Each of NGSB and NGSC hereby agrees to take any actions, or refrain from taking any actions, to the extent required pursuant to this Agreement or any of the Ancillary Agreements.
Each of the parties hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by HII or NGSB of the provisions of this Section 4(b) and HII and NGSB hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.
This Guaranty Performance Agreement shall be binding on each party hereto, and its successors and assigns; provided that this Guaranty Performance Agreement may not be assigned, in whole or in part, by operation of law or otherwise, by HII or NGSB without the prior written consent of NGSC, which consent shall not to be unreasonably withheld, and any such assignment without such prior written consent shall be null and void.
In addition, if required in accordance with the terms of the Guaranty Agreement, HII shall make (i) the full and prompt payment of all amounts due or to become due from NGSB under Section 4.2(b) of the Loan Agreement; and (ii) the full and prompt payment of all amounts due or to become due from NGSB under Sections 4.2(c), 5.2 and 6.3 of the Loan Agreement.
New NGC shall cause NGTS to in good faith (i) endeavor to modify the Teaming Agreement to provide that, except with respect to the restrictions set forth in Section 8.4(a), there are no restrictions on any member of the HII Group and (ii) consider NGSB and its Subsidiaries as a potential subcontractor to the Team for work covered by the Solicitations.
Schedule 8.5 sets forth certain intercompany work orders (“IWOs”) that will be terminated in accordance with Section 2.3. Immediately after the Distribution, NGSB shall issue to NGSC, or such other member of the New NGC Group designated on Schedule 8.5, letter subcontracts for the performance of follow-on work to be performed for the terminated IWOs, as each of the parties shall then deem appropriate (such letter agreements, “Letter Subcontracts”).
NGSC, NGSB, Northrop Grumman Corporation, a Delaware corporation (“NGC”), New P, Inc., a Delaware corporation (“New NGC”), and Huntington ▇▇▇▇▇▇▇ Industries, Inc., a Delaware corporation (“HII”), have entered into the Separation and Distribution Agreement (the “Separation Agreement”), dated as of the date hereof, pursuant to which New NGC intends to distribute to its stockholders its entire interest in HII by way of a stock dividend (the “Distribution”).
Pursuant to Section 3.2, NGSB shall pay for any additional Third-Party Products and Services, including payments for any licenses, and any additional fees imposed by such Third-Party Providers, including any fees for services related to “knowledge transfer,” in each case reasonably necessary for NGSC to provide the Services.