Additional Transfer Documents definition

Additional Transfer Documents has the meaning set forth in Section 2.07.
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Additional Transfer Documents has the meaning set forth in Section 1.6(b)(iv).
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Additional Transfer Documents means the Local Separation Agreements and any other agreement between any member of the Pluto Group and any member of Spinco Group to facilitate the transfer of Spinco Assets or Spinco Liabilities, including pursuant to the Internal Reorganization Plan (including interim business agreements, delayed marked distribution agreements, delayed market management agreements or any other agreement or instrument contemplated by Section 2.06) and including any such agreements entered into prior to the date hereof to effect the Separation.
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Examples of Additional Transfer Documents in a sentence

  • For the avoidance of doubt, Additional Transfer Documents shall exclude the Local Separation Agreements.

  • All of the foregoing documents contemplated by this Section 2.06 shall be Additional Transfer Documents.

  • This Agreement (including the Disclosure Schedule, the Additional Transfer Documents and the Ancillary Agreements) supersedes any other agreement, whether written or oral, that may have been made or entered into by any party or any of their respective Affiliates (or by any director, officer or representative thereof) with respect to the subject matter hereof.

  • This Agreement (including the Disclosure Schedule, the Additional Transfer Documents and the Ancillary Agreements) constitutes the entire agreement of the parties hereto with respect to the matters provided for herein, and there are no agreements or commitments by or among such parties or their Affiliates with respect to the subject matter hereof except as expressly set forth in this Agreement, the Disclosure Schedule, the Additional Transfer Documents and the Ancillary Agreements.

  • Each of the parties will execute and deliver any further instruments and documents as any other party reasonably may request in order to carry out the purposes of this Agreement, including, from and after the Closing, any Additional Transfer Documents necessary or appropriate to effect the assignment of the Transferred Patents to the Buyer.

  • No Spinco Entity is party to any Contract relating to the allocation, sharing or indemnification of Taxes, other than (i) the Tax Matters Agreement, (ii) the Additional Transfer Documents and (iii) Contracts containing customary gross-up or indemnification provisions entered into in the ordinary course of business, the primary purposes of which do not relate to Taxes.

  • Each of the parties will execute and deliver any further instruments and documents as any other partyreasonably may request in order to carry out the purposes of this Agreement, including, from and after the Closing, any Additional Transfer Documents necessary or appropriate to effect the assignment of the Transferred Patents to the Buyer.


More Definitions of Additional Transfer Documents

Additional Transfer Documents has the meaning set forth in the Separation and Distribution Agreement.
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Additional Transfer Documents means such documents and instruments of transfer as may be required to effect a transfer of Exchangeable Shares under the Act or the constating documents of Corporation and such additional documents or instruments as Corporation, Callco or PMG, as the case may be, may reasonably require.
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Additional Transfer Documents means the Local Separation Agreements and any other agreement between any member of the Pluto Group and any member of Spinco Group to facilitate the transfer of Spinco Assets or Spinco Liabilities, including pursuant to the Internal Reorganization Plan (including interim business agreements, delayed marked distribution agreements, delayed market management agreements or any other agreement or instrument contemplated by Section 2.06 ) and including any such agreements entered into prior to the date hereof to effect the Separation.
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Related to Additional Transfer Documents

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Substitution Agreement means the substitution agreement, substantially in the form set forth in the Schedules as entered into/ proposed to be entered into between the Authority, Developer, and the Lenders in relation to the substitution of the Developer with the Nominated Company in accordance with the Agreement;

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors and each holder of Common Stock and Common Stock Equivalents holding, on a fully diluted basis, more than 5% of the Company’s issued and outstanding Common Stock, in the form of Exhibit A attached hereto.

  • Transfer Document means a document substantially in the form of Exhibit E to the Sale and Servicing Agreement.

  • Master Repurchase Agreement means the Master Repurchase Agreement of even date herewith between the Trust and Bear, Xxxxxxx & Co. Inc. as it may from time to time be amended.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers and 5% stockholders of the Company, in the form of Exhibit C attached hereto.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Designation Agreement means a designation agreement in substantially the form of Exhibit G attached hereto, entered into by a Bank and a Designated Lender and accepted by the Administrative Agent.

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 J], dated as of March 18, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).