TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this Agreement) is entered into effective as of April 4, 2022 (the Effective Date), by and between Colfax Corporation, a Delaware corporation (Enovis), and ESAB Corporation, a Delaware corporation (ESAB). Enovis and ESAB are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
R E C I T A L S
WHEREAS, Enovis and ESAB entered into a Separation and Distribution Agreement as of April 4, 2022 (as amended, restated, amended and restated, and otherwise modified from time to time, the Separation Agreement);
WHEREAS, it is anticipated that, immediately following the Distribution, Colfax Corporation will change its name to Enovis Corporation; and
WHEREAS, pursuant to the Separation Agreement, services are to continue to be provided by Enovis to ESAB and by ESAB to the Enovis after the Distribution Date upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
1.1 Definitions. Capitalized terms shall have the meanings set forth below in this Section 1.1 or as set forth in the body of this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.
Enovis Group means Enovis and its Subsidiaries.
Enovis Provider means Enovis or a Provider that is a member of the Enovis Group.
ESAB Group means ESAB and its Subsidiaries.
ESAB Provider means ESAB or a Provider that is a member of the ESAB Group.
Force Majeure means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, pandemics, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.
Group(s) means the Enovis Group and/or the ESAB Group, as applicable.