Tech Group definition
Examples of Tech Group in a sentence
For a period of not less than six (6) years from and after the Distribution Date, Tech shall, and shall cause the Tech Group to, maintain directors and officers liability insurance covering the persons who are presently covered by Tech’s and its Subsidiaries’ directors and officers liability insurance policies with respect to actions and omissions occurring prior to the Distribution Date, providing coverage not less favorable than provided by such insurance in effect on the Execution Date.
Tech will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Tech Group.
Fuels shall pay, and shall indemnify and hold the Tech Group harmless from and against, without duplication, (a) all Fuels Taxes, (b) all Taxes incurred by Tech or any Tech Entity by reason of the breach by Fuels of any of its representations, warranties or covenants hereunder, and (c) any external costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses but excluding any expenses described in Section 2.03).
This Agreement is solely for the benefit of the Parties and does not confer on third parties (including any employees of any member of the Tech Group or the Fuels Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement; provided, however, that this Section 6.8 does not limit any rights of Tech pursuant to Section 4.3.
Notwithstanding anything to the contrary herein, any Fuels Employee who is employed by a member of the Tech Group in a non-US jurisdiction immediately prior to the Distribution, and who is required by applicable Law to transfer to a member of the Fuels Group in connection with the Transactions, will transfer automatically on the Distribution Date to a member of the Fuels Group in accordance with such applicable Law.
Fuels shall not make, and shall not permit any member of the Fuels Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Tech or any other member of the Tech Group, or any other Person released pursuant to Section 3.01(a), with respect to any Liabilities released pursuant to Section 3.01(a).
Tech shall not make, and shall not permit any other member of the Tech Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against Fuels or any other member of the Fuels Group, or any other Person released pursuant to Section 3.01(b), with respect to any Liabilities released pursuant to Section 3.01(b).
Fuels (or such member) shall be entitled to any Refund realized by any member of the Tech Group or Fuels Group as a result of the carryback.
For the avoidance of doubt, all right, title and interest in and to intellectual property assets not expressly those perfected in Fuels or otherwise licensed to Fuels (the “Excluded IP Assets”) are expressly retained by the Tech Group in all respects.
In no event shall Tech, any other member of the Tech Group or any Tech Indemnitee have any Liability or obligation whatsoever to any member of the Fuels Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Fuels Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.