Examples of Fuels Group in a sentence
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 in this Agreement, the Transaction Agreement or any Ancillary Agreement, Tech may, in its sole discretion, cause the employment of any In-Scope Employee to be transferred to any entity within the Fuels Group at any time prior to the Distribution in connection with the Restructuring Plan.
As between members of the Tech Group, on the one hand, and members of the Fuels Group, on the other hand, the members of the Fuels Group will be solely responsible for all Fuels Liabilities, on a joint and several basis.
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.
At or prior to the Distribution Date, Tech will transfer the employment of each In-Scope Employee to Fuels or another member of the Fuels Group.
Tech shall pay, and shall indemnify and hold the Fuels Group harmless from and against, without duplication, all Tech Taxes, (b) all Taxes incurred by Fuels or any Fuels Entity by reason of the breach by Tech 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).
The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Tech Group or the Fuels Group, as the case may be.
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).
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.
Notwithstanding anything in this Agreement to the contrary, neither Fuels or any member of the Fuels Group, on the one hand, nor Tech or any member of the Tech Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).