Tooling Assets definition

Tooling Assets means the tooling assets that are both (i) listed on Schedule 2.1C and (ii) Delivered to Buyer. Schedule 2.1C may include tooling assets that Seller does not own that do not constitute "Tooling Assets."
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Examples of Tooling Assets in a sentence

  • The Tooling Assets consist of all tooling assets necessary to manufacture the product models listed on Appendix A-1 to the OEM Agreement; provided, however, that this representation applies only to the sufficiency of the Tooling Assets for such purpose on the date hereof and is not a representation related to any Product (as defined in the OEM Agreement).

  • The Offering Notice shall set forth in reasonable detail the terms and provisions of the proposed disposition, including (x) the Tooling Assets to be disposed of (the "Offered Interest") and (y) the identity and address of the third-party transferee to whom Buyer proposes to dispose of the Offered Interest.

  • Buyer agrees to make the Tooling Assets (as defined in the Asset Purchase Agreement) available free of cost to Seller to allow Seller to fulfill its obligations under this Contract; provided, however, that, notwithstanding this arrangement, Buyer will be fully responsible for all liabilities, obligations or claims related to the Tooling Assets.

  • The transfer of the Tooling Assets is subject to Section 2.2(b)-(e) and the OEM Agreement.

  • As long as this Contract is in effect, Seller will have the right to control the location and use of the Tooling Assets at Buyer's cost and risk.

  • Following the first purchase of Tooling Assets by Seller under this Section 2.2(c), subsequent prices will be $0.00, and not $1.00.