Examples of Vontier in a sentence
Notwithstanding the foregoing, Fortive shall notify Vontier if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.
Vontier shall indemnify, defend and hold harmless Fortive and the members of the Fortive Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Vontier Group of the Fortive Retained Names pursuant to this Section 4.2(a).
Fortive and Vontier shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the Vontier Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Vontier Financing Arrangements.
The calculation of the Restricted Jurisdiction Cash Amounts shall be made by Fortive in good faith and shall be final and binding on Vontier.
Upon expiration or termination of the rights granted to the Vontier Group pursuant to this Section, Vontier hereby assigns, and shall cause the other members of the Vontier Group to assign, to Fortive their rights (if any) to any Trademarks forming a part of or associated with the Fortive Retained Names.
Each applicable payment made by Vontier to Fortive pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by Fortive to Vontier in writing.
Vontier and the members of the Vontier Group shall not use the Fortive Retained Names in a manner that may reflect negatively on such name and marks or on Fortive or any member of the Fortive Group.
As such, from and after the Effective Time, Vontier shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Vontier Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by Fortive or its Affiliates of the Data Protection Laws.
The Parties recognize that legal and other professional services will be provided following the Effective Time to each of Fortive and Vontier.
Vontier shall inform the applicable Governmental Entity about its assumption of the Environmental Liabilities associated with the matters listed on this Section 5.10(b) and request that the Governmental Entities direct all communications, requirements, notifications and/or official letters related to such matters to Vontier.