Ancillary Separation Agreements definition

Ancillary Separation Agreements shall have the meaning ascribed to such term in the Separation Agreement. "Antitrust Law" shall have the meaning ascribed to such term in Section 9.4(c) hereof.
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Ancillary Separation Agreements means the Employee Matters Agreement, the Intellectual Property Agreements, the Insurance Matters Agreement, the Shared Assets and Liabilities Agreement, the Tax Matters Agreement, the Transition Services Agreement, and any other agreements to be entered into among the Parties hereto with respect to the relationships of the Parties after the Break- Up Time, as referred to in Section 2.08 herein.
Sample 1
Ancillary Separation Agreements means the Definitive Agreements and any other agreements entered into among the parties hereto on or prior to the Spin- Off Merger Time with respect to the relationships of the parties after the Spin- Off Merger Time, subject to Section 4.2(b) of the GM Implementation Agreement.
Sample 1

Examples of Ancillary Separation Agreements in a sentence

  • Each Party agrees to work in good faith to negotiate and execute the Ancillary Separation Agreements, as soon as practicable following the Closing Date, on terms consistent with those set forth and contemplated by this Agreement and the Acquisition Agreement.

  • Nothing in this Section 7.02 shall require or authorize any Party to provide and charge each other for any services other than on the terms and conditions specified herein or in the Ancillary Separation Agreements.

  • For sake of clarity, the parties acknowledge and agree that Xxxx & Xxxx and its affiliates shall not be in breach of any non-compete provision in the Separation Agreement or the Ancillary Separation Agreements by fulfilling its obligations as provided for in this paragraph.

  • In their sole discretion, Xxxx & Xxxx and the Company shall have the right to assign or transfer any and all benefits and rights (including but not limited to payments due to Xxxx & Xxxx and/or the Company) under this Agreement and/or the Ancillary Separation Agreements to any entity or person.

  • The Ancillary Separation Agreements shall include: a Share Purchase Agreement (the "Share Purchase Agreement") a form of which is attached hereto as Schedule A; an Asset Purchase Agreement for the inventory, intellectual property and Downstream Assets (the "Asset Purchase Agreement") a form of which is attached hereto as Schedule B; an Assignment of Contracts Agreement (the "Assignment of Contracts Agreement") a form of which is attached hereto as Schedule C; and a Deed of Charge.

  • Xxxx & Xxxx shall waive any and all claims, liabilities, causes of action, suits and damages of any kind, whether now known or unknown, against Igene and its respective officers, directors, employees, affiliates, subsidiaries, assigns, and successors-in-interest, except with respect to the obligations arising under this Agreement and/or the Ancillary Separation Agreements.

  • No change or amendment will be made to this Agreement or the Ancillary Separation Agreements except by an instrument in writing signed on behalf of each of the parties hereto.

  • Igene shall waive any and all claims, liabilities, causes of action, suits and damages of any kind, whether now known or unknown, against Xxxx & Xxxx and the Company and their respective officers, directors, employees, affiliates (including but not limited to Xxxx & Xxxx PLC and its subsidiaries and affiliates), subsidiaries, assigns, and successors-in-interest, except with respect to the obligations arising under this Agreement and/or the Ancillary Separation Agreements.

  • The parties will enter into and execute, without further consideration, agreements and instruments as may be necessary or reasonably requested by the other party in order to effectuate the intent and purpose of this Agreement (the "Ancillary Separation Agreements").

  • For sake of clarity, Xxxx & Xxxx and the Company do not waive any claims, liabilities, causes of action, suits and damages with respect to any payment obligations of Igene hereunder or under the Ancillary Separation Agreements and/or Assumption of Liabilities hereunder or under the Ancillary Separation Agreements.

Related to Ancillary Separation Agreements

  • Master Separation Agreement has the meaning set forth in the recitals.

  • 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.

  • Ancillary Agreements means the Assignment and Assumption Agreement, the Transfer Instruments, the Transition Services Agreement and any other agreements, documents, instruments and certificates that are to be delivered by any Party or its Affiliates or entered into between or among the Parties or any of their respective Affiliates, in each case, pursuant to this Agreement.

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

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Transition Services Agreements means the transition services agreements between the Purchaser and one or more of the Sellers in substantially the forms attached hereto as Exhibit D and Exhibit E.

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

  • Transition Agreement has the meaning set forth in Section 12.8.1.

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

  • Transition Services Agreement means the transition services agreement, dated as of the Closing Date, to be entered into by the Seller and the Buyer, substantially in the form of Exhibit G.

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

  • Consulting Agreements has the meaning set forth in the Recitals.

  • Interconnection Agreements means, collectively, (a) an agreement by and among Owner, TransÉnergie and ISO-NE that sets forth such parties’ respective rights and obligations following the interconnection at the U.S. Border of the NECEC Transmission Line with the Québec Line and (b) an agreement by and between Owner and ISO-NE that sets forth such parties’ respective rights and obligations following the interconnection at the Delivery Point of the NECEC Transmission Line with certain transmission facilities operated by ISO-NE. The Interconnection Agreements shall address cost responsibilities among entities other than the Distribution Company and the other RFP Sponsors and shall include provisions, both technical and otherwise, for safe and reliable interconnected operations of the HVDC Transmission Project following Commercial Operation (including use of the HVDC Transmission Project for the delivery of electric power in emergency circumstances).

  • Secondment Agreement is defined in Section 2.2.

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • 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.

  • 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.

  • Transitional Services Agreement means the transitional services agreement in the Agreed Terms to be entered into between the Seller Parent and the Buyer;

  • 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:

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Master Services Agreement means that master services agreement among the Limited Partnership, the Company, Teekay Corporation and Brookfield XX XXXX L.P. dated as of the date hereof.