Effective Date; Prior Agreements Sample Clauses

Effective Date; Prior Agreements. This Agreement shall be effective as of the Effective Date and shall govern the indemnification rights and obligations of Indemnitee and the Company with respect to Proceedings arising from (a) any actual or alleged event or occurrence related to Indemnitee’s Corporate Status, or (b) any actual or alleged act or omission on the part of Indemnitee taken or omitted in or relating to Indemnitee’s Corporate Status, occurring in the case of both (a) and (b) on or after the Effective Date. To the extent that Indemnitee has a Previous Agreement, the indemnification rights and obligations of Indemnitee and the Company with respect to proceedings that arose or may arise from actual or alleged events, occurrences, acts or omissions occurring prior to the Effective Date (regardless of whether such proceedings were or are initiated before, on or after the Effective Date) shall be governed by such Previous Agreement and not this Agreement.
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Effective Date; Prior Agreements. On the Effective Date, all obligations of the Company (including, without limitation, the lump sum cash payment in immediately available funds of the Termination Payment, the Executive Awards (including the cashing-out of Employee's stock options), the Accrued Benefits and any Gross Up Payment) under the Employee's Key Executive Employment and Severance Agreement dated August 15, 1995, as amended ("KEESA"), and under the Employee's Employment Agreement ("Prior Employment Agreement") dated January 1, 1996, as amended (together each, a "Prior Agreement") resulting from the "Change in Control of the Company" (as defined under the Prior Agreements) caused by the Effective Date, will be satisfied as if a "Discretionary Termination" had been effected under the Prior
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Effective Date; Prior Agreements. On the Effective Date, all obligations of the Company (including, without limitation, the lump sum cash payment in immediately available funds of the Termination Payment, the Executive Awards (including the cashing-out of Employee's stock options), the Accrued Benefits and any Gross Up Payment) under the Employee's Key Executive Employment and Severance Agreement dated August 15, 1995, as amended ("KEESA"), and under the Employee's Employment Agreement ("Prior Employment Agreement") dated January 1, 1996, as amended (together each, a "Prior Agreement") resulting from the "Change in Control of the Company" (as defined under the Prior Agreements) caused by the Effective Date, will be satisfied as if a "Discretionary Termination" had been effected under the Prior Agreements by Employee. Except as provided below, on the Effective Date and after satisfaction of the above obligations, each Prior Agreement shall become null and void and this Agreement shall govern the employment relationship between the Employee and the Company; PROVIDED, HOWEVER, that (regardless of the termination of the Prior Agreements as of the Effective Date and any subsequent termination or expiration of this Agreement for any reason) the Company shall (a) on the Effective Date, pay Employee a cash lump sum payment in immediately available funds equal to the face value of all consulting payments which Employee would have otherwise received under the first paragraph of Section 4(c)(ii) of the Prior Employment Agreement and (b) continue to be obligated to timely and fully provide to Employee (i) all of the benefits under Section 5(c) of the KEESA and (ii) all of the benefits under the second paragraph of Section 4(c)(ii) of the Prior Employment Agreement, giving effect under each such provision to the "Change in Control of the Company" effected on and by the Effective Date and without requiring any further Change in Control of the Company or any termination of Employee's employment.
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Effective Date; Prior Agreements. (a) Except as expressly set forth in this Agreement, this Agreement shall become effective as of the Distribution Time. (b) As of the date hereof, (i) all prior intercompany Tax allocation agreements or arrangements between one or more members of the HoldCo Group, on the one hand, and one or more members of the SpinCo Group, on the other hand, shall be terminated; and (ii) amounts due under such agreements as of the date hereof shall be settled as of the date hereof. Upon such termination and settlement, no further payments by or to HoldCo or by or to SpinCo, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Parties and their Affiliates shall cease at such time.
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Effective Date; Prior Agreements. This Agreement shall take effect on the date first above written and shall govern the relationship of the parties in respect to its subject matter after such date. If Borrower and Volvo Finance have previously signed a security agreement or related financing agreements, such agreements shall not be terminated by this Agreement and the security interest and other obligations of Borrower under such agreements shall be deemed to have been continued in this Agreement. In the event of any conflict or inconsistency between this Agreement and any such prior agreements, this Agreement shall control from and after its effective date.
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Effective Date; Prior Agreements. Notwithstanding the date hereof, this Agreement will take effect on the date on which the conditions precedent set forth in Section 5.1 have been satisfied by Borrower or waived by BMO (the “Effective Date”) and will govern the relationship of the parties with respect to the subject matter hereof on and after such date.
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Effective Date; Prior Agreements. This Agreement will take effect on the Restatement Date and will govern the relationship of the parties in respect to its subject matter on and after such date. If DEALER and BMO or any of BMO’S subsidiaries or affiliates have previously executed a security agreement or related financing agreements, such agreements will not be terminated by this Agreement, but in case of inconsistency, the terms of this Agreement shall prevail.
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Effective Date; Prior Agreements. This Agreement shall become effective upon the date on which the Closing occurs (the “Effective Date”); provided that this Agreement shall automatically terminate and shall have no further force or effect if the Merger Agreement is terminated in accordance with its terms and the Closing does not occur; and, in such case the Prior Agreements shall remain in full force and effect for all purposes. For the avoidance of doubt, the Executive hereby acknowledges that the Corporation shall have no obligations to the Executive in respect of the Prior Agreements; provided that nothing herein shall be construed as a waiver by the Executive of Seller’s obligations to the Executive thereunder.
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Effective Date; Prior Agreements. This Agreement shall take effect on the first date above written and shall govern the relationship of the parties in respect to its subject matter after such date. If DEALER and CREDIT or any of CREDIT's subsidiaries or affiliates have previously executed a security agreement or related financing agreements, such agreements shall not be terminated by this Agreement.
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Related to Effective Date; Prior Agreements

  • Prior Agreements; Amendments This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

  • Prior Agreements; Modifications This Agreement and the schedules, attachments and exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous understandings, commitments, or representations concerning such subject matter. Each Party acknowledges that the other Party has not made any representations other than those that are expressly contained herein, if any. This Agreement may not be amended or modified in any way, and none of its provisions may be waived, except by a writing signed by an authorized representative of the Party against whom the amendment, modification, or waiver is sought to be enforced. The Project Managers shall not be authorized representatives within the meaning of this Section.

  • Prior Agreements This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and Lender are superseded by the terms of this Agreement and the other Loan Documents.

  • Supersedes Prior Agreement This Agreement supersedes any prior indemnification agreement between Indemnitee and the Company or its predecessors.

  • Supersedes Prior Agreements This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Optionee regarding the grant of the Options covered hereby.

  • Prior Agreement This Agreement supersedes any prior agreement relating to the subject matter hereof among the parties.

  • No Prior Agreements Employee hereby represents and warrants to the Company that the execution of this Agreement by Employee and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former employer, client or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including, but not limited to, attorneys' fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition agreement, invention or secrecy agreement between Employee and such third party which was in existence as of the date of this Agreement.

  • Effect on Prior Agreements Except for amendments to this Agreement, this Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive.

  • Effective Date of Agreement The provisions of the agreement will come into full force and effect on the date of ratification, unless specified otherwise.

  • Prior Agreement Superseded This Agreement supersedes any prior agreement relating to the subject matter hereof between the parties.

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