Surviving Agreements definition

Surviving Agreements has the meaning set forth in Section 3.2.

Surviving Agreements has the meaning given to it in Clause ‎17.2.1(c);

Surviving Agreements means the Transition Services Agreement and Plate Supply Agreement, each between the Seller and the Company and dated the Closing Date.

Examples of Surviving Agreements in a sentence

• This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof and supersedes all prior negotiations, representations and agreements, either written or oral, between them except for the Surviving Agreements.

• Greatbatch shall be permitted to set-off any unpaid amount owed by Nuvectra under this Agreement, any of the Ancillary Agreements or any of the Surviving Agreements against any amounts owed by Greatbatch or any member of the Greatbatch Group to Nuvectra or any member of its Group under this Agreement, any Ancillary Agreement or any Surviving Agreement.

• This Agreement, together with the Surviving Agreements, comprises the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof, including, without limitation, the Severance Agreement.

• Except for the Surviving Agreements and continuing provisions of the terminated agreements, this Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements, and understandings of every kind and nature between the Parties hereto, and no Party will be bound by any term or condition other than as expressly set forth or provided for in this Agreement.

• This Agreement, the Surviving Agreements, and the applicable equity award plans and award agreements governing outstanding equity awards (collectively, the “Integrated Agreements”) constitute and contain the entire agreement and understanding concerning Executive’s employment and the other matters addressed herein.

More Definitions of Surviving Agreements

Surviving Agreements means the agreements listed on Exhibit A.

Surviving Agreements means (a) the Supply Agreements as amended at the Closing by the Supply Agreement Amendments (as defined in Section 6.03(b)); and (b) the agreements set forth on Schedule 1.01(c).

Surviving Agreements means the subscription agreement between Kolomoisky and CME Ltd., dated August 24, 2007, and the registration rights agreement between Kolomoisky and CME Ltd., dated August 24, 2007, in each case, as amended from time to time;

Surviving Agreements means the Letters of Transmittal, the Indemnification Agreement, the HPC Real Estate Spin-Off Agreement, the Xxxxxx Companies Spin-Off Agreement, the Other Xxxx Entities Agreement and the HPC-Xxxxxx Process Agreement.

Surviving Agreements means (a) the HSC Agreements, other than those HSC Agreements set forth on Schedule 1.01(e); and (b) the agreements set forth on Schedule 1.01(d). “Tax” or “Taxes” means all income, capital gain, gross receipts, windfall profits, severance, property, transfer, sales, documentary, stamp, production, license, excise, net worth, franchise, capital, employment, withholding, social security contributions and other taxes, duties and imposts, however denominated, together with any interest, additions or penalties in respect thereof, imposed by any Governmental Authority. “Tax Matters Agreement” means the Tax Matters Agreement, dated as of the date hereof, by and among TDCC, Corning, Splitco and the JV Entity. “Tax Opinions” means the tax opinions issued on and as of the date hereof to Corning by each of KPMG LLP and Xxxxxxxx & Xxxxx LLP to the effect that under Section 355(a)(i) of the Code, no gain or loss should be recognized by, and no amount otherwise should be included in the income of, Corning solely as the result of the receipt of the stock of Splitco pursuant to the Exchange. “TDCC Group” has the meaning set forth in the Tax Matters Agreement. “TDCC Representation Letter” means the officer’s certificate, dated and signed as of the date hereof, in which representations and warranties are made on behalf of the TDCC Group in connection with the issuance of the Tax Opinions. “Terminated Agreements” means (a) any agreements between Corning or any of its Affiliates, on the one hand, and the JV Entity or any JV Subsidiary, on the other hand, including those set forth on Schedule 1.01(e); (b) any agreements with respect to the JV Entity or any JV Subsidiary between Corning or any of its Affiliates, on the one hand, and TDCC or any of its Affiliates, on the other hand, including those set forth on Schedule 1.01(e); and (c) any other agreements set forth on Schedule 1.01(e); provided, that this Agreement, the other Transaction Documents and the Surviving Agreements shall not be considered Terminated Agreements. “Third Party Consents” means, collectively, all consents and approvals of the third parties identified on Schedule 1.01(f) that are required to effect the Reorganization, which consents and approvals have been obtained as of the date hereof. “Trademark” means trademarks, service marks, trade dress, trade names, logos, slogans, corporate names and Internet domain names, together with all registrations and applications thereof, and all goodwill associated ther...

Surviving Agreements has the meaning set forth in Section 8.13.

Surviving Agreements. - means the agreements identified on Schedule C hereto.