Examples of Fortive Group in a sentence
Notwithstanding the foregoing, the Vontier Liabilities shall not include any Liabilities that are (A) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Fortive Group, (B) expressly discharged pursuant to Section 2.4(c) of this Agreement or (C) Fortive Retained Liabilities.
Notwithstanding anything to the contrary herein, the Vontier Assets shall not include (i) any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Fortive Group (including all Fortive Retained Assets), (ii) any Assets governed by the Tax Matters Agreement or (iii) any Assets that are expressly listed on Schedule 1.1(66)(i).
Notwithstanding anything to the contrary in this Agreement, from and after the Effective Time, neither Vontier nor any member of the Vontier Group shall have any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Fortive or any member of the Fortive Group.
Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Fortive Group or the Vontier Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Fortive Group or the Vontier Group or any of their respective Affiliates.
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.
It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have occurred prior to the date hereof and, as a result, no additional Transfers or Assumptions by any member of the Fortive Group or the Vontier Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.
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).
In addition, as of the Effective Time, Vontier, for itself and each member of the Vontier Groups does hereby remise, release and forever discharge Fortive and the other members of the Fortive Group of any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Fortive or any member of the Fortive Group.
Subject to any adjustment in accordance with this Section 2.13, all cash and cash equivalents held by any member of the Vontier Group as of the Effective Time shall be a Vontier Asset and all cash and cash equivalents held by any member of the Fortive Group as of the Effective Time shall be a Fortive Retained Asset.
Fortive hereby waives compliance by itself and each and every member of the Fortive Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Fortive Assets to Fortive or any member of the Fortive Group.