Prior Employment Agreement has the meaning set forth in the recitals hereto.
Employment Agreements shall have the meaning provided in Section 5.05.
Termination Agreement has the meaning set forth in the Recitals.
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.
Consulting Agreements means the consulting agreements to be entered into between the Purchaser (or an Affiliate thereof) and each of Xxxx X. Xxxxxx and Xxxx Xxxxxxxx Xxxxxxx, in a form acceptable to the Parties, acting reasonably;
Company Employee Agreement means any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other contract between any Group Company and any current or former employee, director or officer of such Group Company.
Complete Termination means a termination of the Fund's Rule 12b-1 plan for B-2 Shares involving the cessation of payments of the Distribution Fees, and the cessation of payments of distribution fees pursuant to every other Rule 12b-1 plan of the Fund for every existing or future B-Class-of-Shares (as hereinafter defined) and the Fund's discontinuance of the offering of every existing or future B-Class-of-Shares, which conditions shall be deemed satisfied when they are first complied with hereafter and so long thereafter as they are complied with prior to the earlier of (i) the date upon which all of the B-2 Shares which are Distributor Shares pursuant to Schedule I hereto shall have been redeemed or converted or (ii) May 31, 2005. For purposes of this Section 14.5, the term B-Class-of-Shares means each of the B-1 Class of Shares of the Fund, the B-2 Class of Shares of the Fund and each other class of shares of the Fund hereafter issued which would be treated as Shares under Schedule I hereto or which has substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of the shares of such class. The parties agree that the existing C Class of Shares of the Fund does not have substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares. For purposes of clarity the parties to this agreement hereby state that they intend that a new installment load class of shares which may be authorized by amendments to Rule 6(c)-10 under the 1940 Act will be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing B-1 or B-2 Classes of Shares taking into account the total sale charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares and will not be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing C Class of shares of the Fund taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares.
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.
Mutual aid agreement means an agreement between the City and a town or other city for the City’s fire department to provide assistance to the fire department of a town or other city.
Non-Competition Agreements has the meaning set forth in the Recitals.
Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.
Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.
Transition Agreement has the meaning set forth in Section 12.8.1.
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.
Non-Compete Agreements shall have the meaning provided in Section 5.05.
Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).
Master Separation Agreement has the meaning set forth in the recitals.
Employment Agreement means each management, employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit or other agreement, or contract between the Company or any Affiliate and any Employee.
Agreement Termination Date is defined in Section 7.4.
Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.
Transaction Agreement has the meaning set forth in the recitals.
Affiliation Agreement means a written agreement between the governing authority of the program and another organization under the terms of which specified services, space or personnel are provided to one organization by the other, but without exchange of moneys.
Retention Agreements has the meaning set forth in Section 5.11(e).
Non-Compete Agreement means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.
Separation Agreement has the meaning set forth in the recitals 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.