Agreement Matters definition

Agreement Matters shall have the meaning given to such term in Section 19.
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Agreement Matters is defined in Section 16.19.
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Examples of Agreement Matters in a sentence

  • This Agreement and any and all matters arising directly or indirectly herefrom ("Agreement Matters") shall be governed by and construed and enforced in accordance with the internal laws of the State of New Jersey applicable to agreements made and to be performed entirely in such state, without giving effect to the conflict of law principles thereof.

  • No Claim has been made in writing by an authority in a jurisdiction where Seller does not file particular Tax Returns or pay particular Taxes that Seller or any of its Affiliates is or may be subject to Tax by that jurisdiction with respect to the Agreement Matters.

  • All Taxes due with respect to the Agreement Matters have been paid in full.

  • Buyer hereby consents to, and hereby waives any 105 possible conflict created by, Rxxx Xxxxx LLP’s representation of Seller and its Affiliates in the Agreement Matters.

  • Buyer hereby consents to, and hereby waives any possible conflict created by, (i) Rxxx Xxxxx LLP’s representation of Seller and its Affiliates in the Agreement Matters and (ii) Bxxxx Bxxxx LLP’s representation of Seller and its Affiliates in matters unrelated to the Agreement Matters.

  • Insurance) and the indemnification obligations of Parent pursuant to Sections 6.14(c) (Financing), 6.17 (Carveout Transaction Matters), 6.18 (Credit Agreement Matters), 6.19 (Repatriation) and 6.20 (Certain Note Matters) shall survive the consummation of the Merger.

  • Seller acknowledges that (a) Bxxxx Bxxxx LLP has acted, and will continue to act, as counsel for Buyer and its Affiliates in the negotiation, execution and delivery of, and Closing under, the Agreement Matters, and (b) Bxxxx Bxxxx LLP may also have represented, from time to time, and may continue to represent Seller and/or its Affiliates in matters unrelated to Agreement Matters.

  • There are no pending or threatened Claims by any Governmental Entity with respect to Taxes relating to the Agreement Matters.

  • Seller hereby consents to, and hereby waives any possible conflict created by, (i) Rxxx Xxxxx LLP’s representation of Buyer and/or its Affiliates in matters unrelated to the Agreement Matters and (ii) Bxxxx Bxxxx LLP’s representation of Buyer and its Affiliates in the Agreement Matters.

  • All Tax Returns filed with respect to the Agreement Matters were correct and complete in all material respects and filed in accordance with any and all applicable Laws.

Related to Agreement Matters

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Mediation agreement means a written agreement between the parties to a mediation meeting.

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Engagement Letter means that certain Engagement Letter, dated as of June 18, 2015, by and among the Borrower and the Arrangers.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Subject Matter Experts has the meaning set forth in Section II.A.2.

  • Confidentiality Agreements is defined in Section 5.5(e) hereof.

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances:

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Agreement Disputes shall have the meaning set forth in Section 6.1.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Tax Matters means all tax matters including criminal tax matters,