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.
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.
Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.
Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.
Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.
Master Separation Agreement has the meaning set forth in the recitals.
Transition Agreement has the meaning set forth in Section 12.8.1.
Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.
Securityholders Agreement means the Securityholders Agreement of even date herewith among the Company and certain of its securityholders, as amended from time to time pursuant to its terms.
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.
Transition Plan means a transition plan, acceptable to the LHIN that indicates how the needs of the HSP’s clients will be met following the termination of this Agreement and how the transition of the clients to new service providers will be effected in a timely manner; and
Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.
Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.
Separation Agreement has the meaning set forth in the recitals to this Agreement.
Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.
Transaction Agreement has the meaning set forth in the recitals.
Distribution Agreement has the meaning set forth in the recitals to this Agreement.
Shareholders' Agreements shall have the meaning provided in Section 5.05.
Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.
Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.
Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.
DSU Agreement means a written letter agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof, substantially in the form of Appendix “B”;
Employee Benefits Agreement means the Employee Benefits Agreement by and between Parent and SpinCo, which agreement shall be entered into prior to or on the Distribution Date in the form attached hereto as Exhibit A.
Management Stockholders Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.
Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;
Equity Plan means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or the Corporation.