VNBA definition
Examples of VNBA in a sentence
Notwithstanding anything to the contrary in this Amendment, each of the Veoneer Parties and the Nissin Parties hereby irrevocably acknowledges and confirms that upon the execution of this Amendment any and all Deadlock or Irreconcilable Deadlock, current and existing as of the Effective Date, with respect to VNBA, VNBJ or VNBZ shall be deemed to be resolved and settled in all respects with immediate effect.
The parties acknowledge and agree that such obligations of NK shall remain in force and effect in accordance with the foregoing sentence notwithstanding the fact that VNBA shall no longer constitute a Company (as defined in the JV Agreement) following the Closing.
Without limiting the foregoing, Veoneer shall keep NK reasonably informed of any sale process of VNBA, including the identity of the ultimate purchaser thereof.
The benefit of this provision shall inure to and be enforceable by any purchaser, transferee or other successor in interest of VNBA.
Each of the Amendment to Business Collaboration Agreement, the Amended and Restated VNBA Lease Agreement and the Transition Services Agreement has been mutually agreed upon between NK and Veoneer.
For greater certainty, the Veoneer Parties waive, release and discharge the Nissin Parties of any known obligations, claims, liabilities or indebtedness as of the Effective Date under the Share Purchase Agreement only insofar as such claims relate to VNBA.
This Agreement may not be assigned by any party without the prior written consent of the other party hereto; provided, however, that Veoneer may assign any or all of its rights and obligations under this Agreement without the consent of NK in connection with the sale of VNBA (whether such sale is structured as a stock transfer, merger, sale of all or substantially all of VNBA’s assets or otherwise).
NK hereby covenants that, during the period commencing as of the Closing and ending three (3) years thereafter, NK shall not (and shall cause its Affiliates to not) recruit, solicit for employment or employ any former or current employee of VNBA without the prior written consent of Veoneer; provided, that the foregoing shall not apply to any former employee of VNBA who has not been employed by VNBA for at least six (6) months.
As of the Effective Date, except as expressly set forth in this Amendment, the JV Agreement shall immediately cease to have any application or effect with respect to VNBA, all rights and obligations with respect to VNBA under the JV Agreement shall terminate and all references to “Company” or “Companies” in the JV Agreement (either in the body of the JV Agreement or its schedules and other attachments) shall read and be interpreted to mean VNBJ, Veoneer Nissin Brake Systems (Zhongshan), Co., Ltd.
Accordingly and for the avoidance of doubt, the parties acknowledge and agree that, from and after the Closing, neither VNBA nor any successor to VNBA’s business (in whole or in part) shall be subject to any restriction or limitation on its ability to engage in any business competitive with the JV Businesses (as defined in the JV Agreement) (and Veoneer shall not have any liability with respect to VNBA’s operation of its business pursuant to Section 7.1 of the JV Agreement).