ZimVie Inc. Sample Contracts

January 21st, 2022 · Common Contracts · 27 similar
ZimVie Inc.FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF [●], 2022

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

January 21st, 2022 · Common Contracts · 7 similar
ZimVie Inc.FORM OF TAX MATTERS AGREEMENT DATED AS OF [●], 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC.

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and ZimVie Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

January 21st, 2022 · Common Contracts · 6 similar
ZimVie Inc.FORM OF STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF [●], 2022

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

March 7th, 2022 · Common Contracts · 4 similar
ZimVie Inc.INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made and entered into effective as of [•], 202[•] by and between ZimVie Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

March 7th, 2022 · Common Contracts · 4 similar
ZimVie Inc.CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer Biomet Spine, Inc. d/b/a ZimVie, a Delaware corporation, and ___________________ (“Employee”).

March 7th, 2022 · Common Contracts · 3 similar
ZimVie Inc.ZIMVIE INC. CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, dated as of March 1, 2022, is made by and between ZimVie Inc., a Delaware corporation (the “Company”), and Vafa Jamali (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.

January 21st, 2022 · Common Contracts · 2 similar
ZimVie Inc.FORM OF TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of [ ], 2022 by and between ZIMMER, INC. and ZIMVIE INC.

THIS TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of [ ], 2022 (the “Effective Date”), is by and between Zimmer, Inc., a Delaware corporation (“Producer”), and ZimVie Inc., a Delaware corporation (“Purchaser”).

February 2nd, 2022
ZimVie Inc.CREDIT AGREEMENT dated as of December 17, 2021 among ZIMVIE INC., as Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent JPMORGAN CHASE BANK,...

CREDIT AGREEMENT dated as of December 17, 2021 (this “Agreement”), among ZIMVIE INC., a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

January 21st, 2022
ZimVie Inc.FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF , 2022

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.

January 21st, 2022
ZimVie Inc.FORM OF TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “Agreement”) is entered into as of [●], 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“SpinCo”). Parent and SpinCo are each referred to in this Agreement as a “Party,” and together as the “Parties.”

January 21st, 2022
ZimVie Inc.FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of [●] (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

January 21st, 2022
ZimVie Inc.Form of Intellectual Property Matters Agreement

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of [●], 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”