WORKING DOCUMENTMatters Agreement • January 25th, 2022
Please note: This document attempts to set out all the current terms and conditions of employment contained in the Collective Agreement between BCTF and BCPSEA under the Public Education Labour Relations Act, as those terms and conditions are applicable to this school district. In the event of dispute, the original source documents would be applicable.
MATTERS AGREEMENTMatters Agreement • March 31st, 2003 • Platinum Underwriters Holdings LTD • Life insurance • New York
AS IT APPLIES IN S.D. #49 (CENTRAL COAST)Matters Agreement • October 11th, 2023
REAL ESTATE MATTERS AGREEMENTMatters Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Real Estate Matters Agreement is dated as of the [ ] day of [ ], 202[ ], among Qualtrics International Inc., a Delaware corporation (“Qualtrics”), SAP SE, a Societas Europaea registered in accordance with the corporate laws of Germany and the European Union (“SAP”). Qualtrics and SAP are sometimes referred to herein separately as a “Party” and together as the “Parties”.
Employee Matters Agreement by and between Energizer Holdings, Inc. (to be known as Edgewell Personal Care Company after the Effective Time) and Energizer SpinCo, Inc. (to be known as Energizer Holdings, Inc. after the Effective Time) Dated as of [●], 2015Matters Agreement • May 27th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Employee Matters Agreement is made as of [●], 2015 between Energizer Holdings, Inc. (“Energizer Holdings, Inc.” or “EPC”) and Energizer SpinCo, Inc. (“SpinCo” or “EHP”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE CROSS- LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENTMatters Agreement • January 13th, 2015 • Bellerophon Therapeutics LLC • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE CROSS-LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENT (the “Agreement”), is dated February 9, 2014 (the “Effective Date”) by and between INO Therapeutics LLC, a Delaware limited liability company, d/b/a Ikaria, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Pulse Technologies”). Ikaria and Pulse Technologies may be individually referred to as a “Party” and together as the “Parties.”
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF [ ● ]Matters Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into effective as of [ ● ], by and between Colfax Corporation, a Delaware corporation (“Colfax”), and ESAB Corporation, a Delaware corporation and a wholly owned subsidiary of Colfax (“ESAB”). Colfax and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
ContractMatters Agreement • March 23rd, 2017
PG&E FIRE VICTIM TRUST SHARE EXCHANGE AND TAX MATTERS AGREEMENTMatters Agreement • July 9th, 2021 • PACIFIC GAS & ELECTRIC Co • Electric & other services combined • California
This PG&E Fire Victim Trust Share Exchange and Tax Matters Agreement (this “Agreement”) is made this eighth day of July, 2021 among PG&E Corporation (“HoldCo”), Pacific Gas and Electric Company (“Utility,” and together with HoldCo, the “Debtors”), PG&E ShareCo LLC, a wholly-owned subsidiary of HoldCo (“ShareCo,” and together with the Debtors, “PG&E”), and the PG&E Fire Victim Trust (the “Trust”, and together with PG&E, the “Parties”).
FORM TAX MATTERS AGREEMENT]Matters Agreement • June 28th, 2013 • Murphy USA Inc. • Gas & other services combined • New York
This Agreement is entered into as of the [ ] day of [ ], 2013 between Murphy Oil Corporation (“Distributing”), a Delaware corporation, on behalf of itself and the members of the Distributing Group, as defined below, and Murphy USA Inc. (“Controlled”), a Delaware corporation, on behalf of itself and the members of the Controlled Group, as defined below.
WORKING DOCUMENT –SCHOOL DISTRICT # 68Matters Agreement • March 4th, 2024
Please note: This document attempts to set out all the current terms and conditions of employment contained in the Collective Agreement between BCTF and BCPSEA under the Public Education Labour Relations Act, as those terms and conditions are applicable to this school district. In the event of dispute, the original source documents would be applicable.
HANESBRANDS INC. and each of the guarantors named herein $500,000,000 Floating Rate Senior Notes due 2014 PLACEMENT AGREEMENT December 11, 2006Matters Agreement • December 15th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • New York
Hanesbrands Inc., a Maryland corporation (the “Company”), and BA International, L.L.C., Caribesock, Inc., Caribetex, Inc., CASA International, LLC, Ceibena Del, Inc., Hanes Menswear, LLC, Hanes Puerto Rico, Inc., Hanesbrands Direct, LLC, Hanesbrands Distribution, Inc., HBI Branded Apparel Limited, Inc., HBI Branded Apparel Enterprises, LLC, HbI International, LLC, HBI Sourcing, LLC, Inner Self LLC, Jasper-Costa Rica, L.L.C., National Textiles, L.L.C., NT Investment Company, Inc., Playtex Dorado, LLC, Playtex Industries, Inc., Seamless Textiles, LLC, UPCR, Inc. and UPEL, Inc. (the “Initial Guarantors” and, together with each subsidiary of the Company that pursuant to the terms of the Indenture referred to below hereafter guarantees the Company’s obligations under such Indenture, the “Guarantors”), hereby confirm their agreement with Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several purchase
ARTICLE I DEFINITIONSMatters Agreement • June 3rd, 2002 • Platinum Underwriters Holdings LTD • Blank checks • New York
Tax Matters AgreementMatters Agreement • December 14th, 2020
Prior to its initial public offering (the "IPO") in September 2016, the Valvoline business operated as a wholly-owned subsidiary of Ashland Global Holdings Inc. (which together with its predecessors and consolidated subsidiaries is referred to herein as “Ashland”). Valvoline was incorporated in May 2016 and in advance of the IPO, the Valvoline business and certain other legacy Ashland assets and liabilities were transferred from Ashland to Valvoline as a reorganization of entities under common Ashland control (the "Contribution"). In connection with the IPO, Ashland retained 83% of the total outstanding shares of Valvoline's common stock. On May 12, 2017, Ashland distributed its interest in Valvoline to Ashland stockholders through a pro rata dividend on shares of Ashland common stock outstanding (the "Distribution"), which marked the completion of Valvoline's separation from Ashland and Valvoline was no longer a controlled and consolidated subsidiary of Ashland.
ContractMatters Agreement • April 11th, 2019
SECOND AMENDMENT TO DRUG CLINICAL SUPPLY AGREEMENT AND THIRD AMENDMENT TO EXCLUSIVE CROSS-LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENTMatters Agreement • January 12th, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO DRUG CLINICAL SUPPLY AGREEMENT AND THIRD AMENDMENT TO EXCLUSIVE CROSS-LICENSE, TECHNOLOGY TRANSFER, AND REGULATORY MATTERS AGREEMENT (this “Amendment”) is entered into the later of the dates in the signature block below (the “Amendment Effective Date”) by and between INO Therapeutics LLC, a Delaware limited liability company having a place of business at Perryville III Corporate Park, 53 Frontage Road, Third Floor, Hampton, NJ 08827 (“Ikaria”), and Bellerophon Pulse Technologies LLC, a Delaware limited liability company, with offices at 184 Liberty Corner Road, Suite 302, Warren, NJ 07059 (“Pulse Technologies”).
ContractMatters Agreement • March 20th, 2018
ContractMatters Agreement • April 11th, 2019
Incorporated by reference from Exhibit 2.1 to Fortive Corporation’s Current Report on Form 8-K filed on September 21, 2018 (Commission File Number:
BY AND AMONGMatters Agreement • November 1st, 1995 • Manville Corp • Paper mills • New York
REYNOLDS GROUP HOLDINGS LIMITED (to be converted into a corporation incorporated under the laws of the State of Delaware and renamed Pactiv Evergreen Inc.) Common Stock UNDERWRITING AGREEMENTMatters Agreement • September 8th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • New York
1 EXHIBIT 10.9 FORM OF INDEMNIFICATION AND INSURANCE MATTERS AGREEMENTMatters Agreement • May 31st, 2000 • McData Corp • New York
FORM OFMatters Agreement • May 13th, 2003 • Mindspeed Technologies Inc • Semiconductors & related devices • Delaware
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN NTELOS HOLDINGS CORP. AND LUMOS NETWORKS CORP. DATED AS OFMatters Agreement • August 9th, 2011 • NTELOS Wireline One Inc. • Telephone communications (no radiotelephone)
TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2011 is entered into by and between NTELOS Holdings Corp., a Delaware corporation (“NTELOS”) and Lumos Networks Corp., a Delaware corporation (“Wireline”) (together, the “Companies” and, as the context requires, individually referred to herein as the “Company”).
WORKING DOCUMENTMatters Agreement • January 22nd, 2016
Please note: This document attempts to set out all the current terms and conditions of employment contained in the Collective Agreement between BCTF and BCPSEA under the Public Education Labour Relations Act, as those terms and conditions are applicable to this school district. In the event of dispute, the original source documents would be applicable.
Vornado Realty Trust New York, New York 10019Matters Agreement • November 7th, 2018 • JBG SMITH Properties • Real estate investment trusts • New York
Reference is hereby made to that certain Tax Matters Agreement, dated as of July 17, 2017 (as amended, the “Agreement”), by and between Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), and JBG SMITH Properties (f/k/a Vornado DC Spinco), a Maryland real estate investment trust (“Newco”, and, together with Vornado, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
DATED [•], [•], 2004Matters Agreement • April 28th, 2004 • Genworth Financial Inc • Life insurance
Consent and Agreement to Become a Party to Restated Tax Matters AgreementMatters Agreement • April 1st, 2013 • Genworth Financial Inc • Life insurance
The parties to that certain Restated Tax Matters Agreement, dated February 1, 2006, among General Electric Company, General Electric Capital Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and Genworth Holdings, Inc., prior to the date hereof known as Genworth Financial, Inc. (“Old Genworth”), as interpreted in accordance with the letter agreement among the above referenced parties dated December 11, 2012 (the “Tax Matters Agreement”), hereby consent and agree to Genworth Financial, Inc., prior to the date hereof known as Sub XLVI, Inc. (“New Genworth”), becoming a party to the Tax Matters Agreement and New Genworth hereby agrees to become a party to the Tax Matters Agreement and to assume, jointly and severally with Old Genworth, all of the rights, obligations, duties, and responsibilities of Old Genworth thereunder, all effective as of the date hereof or, if earlier, the date upon which New Genworth becomes the corporate parent of the group of companies of which Genwor
INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. Verigy LTD. and VERIGY (SINGAPORE) PTE. LTD. Dated as of June 1, 2006Matters Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this "Agreement") is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), Verigy Ltd., a company organized under the laws of Singapore ("Verigy") and Verigy (Singapore) Pte. Ltd., a company organized under the laws of Singapore and a wholly owned subsidiary of Verigy ("Verigy IP Sub"). Agilent, Verigy and Verigy IP Sub are each a "Party" and collectively, the "Parties". Each reference to the words "Party" or "Parties" herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. UNITED STATES TAX MATTERS AGREEMENT BY AND BETWEEN...Matters Agreement • August 1st, 2016 • Indivior PLC • Pharmaceutical preparations • New York
UNITED STATES TAX MATTERS AGREEMENT dated as of 23 December 2014 this “Agreement”) by and between Reckitt Benckiser Group plc a corporation organized under the laws of England and Wales (“Parent”) and Indivior PLC, a corporation organized under the laws of England and Wales (“RB Pharma” and, together with Parent, each, a “Party” and collectively, the “Parties”).
Tax Matters AgreementMatters Agreement • January 31st, 2024 • Novartis Ag • Pharmaceutical preparations
concerning inter alia the allocation of tax liabilities between the Parties prior to, as a result of and subsequent to the Separation of the Sandoz Business.
BETWEEN - BRITISH COLUMBIA PUBLIC SCHOOL EMPLOYERS’ ASSOCIATION/Matters Agreement • April 4th, 2009
Please note: This document attempts to set out all the current terms and conditions of employment contained in the Collective Agreement between B.C.T.F. and B.C.P.S.E.A. under the Public Education Labour Relations Act, as those terms and conditions are applicable to this School District. In the event of dispute, the original source documents would be applicable.
Agreed Matters AGREEMENTMatters Agreement • September 7th, 2012
ContractMatters Agreement • March 7th, 2018
HALYARD HEALTH, INC. EXECUTIVE OFFICER ACHIEVEMENT AWARD PROGRAM Effective November 1, 2014Matters Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Pursuant to that certain Employee Matters Agreement (the “EMA”), dated as of October 31, 2014, between Kimberly-Clark Corporation (“Kimberly-Clark”), and Halyard Health, Inc. (the “Company”), in connection of Kimberly-Clark’s spin-off of its health care businesses to the Company, the accrual for Business Employees (as such term is defined in the EMA) under the Kimberly-Clark Executive Officer Achievement Award Program, the Kimberly-Clark Management Achievement Award Program and the Kimberly-Clark Achievement Incentive Plan (collectively, the “Kimberly-Clark Incentive Plans”) for the portion of the 2014 calendar year occurring prior to the effective time of the spin-off is being transferred to Halyard on the distribution date, and Halyard has agreed to pay such awards in February 2015 based on actual results and performance ratings. Such amounts shall be paid out pursuant to the Company’s Management Achievement Award Program.
FORM OF AMENDED AND RESTATED INTELLECTUAL PROPERTY CONTRIBUTION AND ANCILLARY MATTERS AGREEMENTMatters Agreement • September 19th, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY CONTRIBUTION AND ANCILLARY MATTERS AGREEMENT (“Agreement”) is made and entered into as of , 2005 (“Amendment Date”) by and among Fujitsu Limited, a Japanese corporation (“Fujitsu”), Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc. (“AMD Investments”), Spansion Inc., a Delaware corporation (“Spansion”) and Spansion Technology Inc., a Delaware corporation, a wholly owned subsidiary of Spansion and the successor-in-interest to Spansion LLC (“STI”). Fujitsu, AMD, AMD Investments, Spansion and STI are herein referred to as the “Parties” and individually as a “Party.” Fujitsu and AMD Investments are herein referred to as the “Contributing Parties” and individually as a “Contributing Party.” Fujitsu and AMD are herein referred to as the “Parents” and individually as a “Parent.”
