NGSC definition
Examples of NGSC 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.
The recitals and statements herein are deemed to be those of L▇▇▇▇▇, NGC and NGSC and not of the Trustee.
This Agreement and the rights, benefits, duties and obligations contained herein may not be assigned or otherwise transferred in any manner to third parties without the express written approval of NGSC.
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”).
As a result, the Parties wish to amend the Agreements as follows: Effective December 19, 2020, NGSC will be responsible for achieving and maintaining the Milestones identified in the various Agreements by counting only the investments, employment, and hiring from each of the individual divisions with respect to the Milestones of the five individual Agreements.
At each Time of Delivery, (i) Holdco will have full corporate power and authority to act as the general partner of GP ULC, (ii) GP ULC will have full corporate power and authority to act as the general partner of NGSC LP, in each case in all material respects.
All covenants and agreements in this Supplemental Indenture by NGC, NGSC and L▇▇▇▇▇ shall bind their successors and assigns, whether so expressed or not.