Ancillary Agreements definition

Ancillary Agreements means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

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Ancillary Agreements means, collectively, the Stockholder Agreement, the Escrow Agreement, the Bills of Transfer, the Sales Representative and Support Agreement, the agreements relating to the Patent Assignment, the Copyright Assignment and the Trademark Assignment, the Web-Top Sublicense and the Voting Agreements.

Ancillary Agreements means the Assignment and Assumption Agreement, the ▇▇▇▇ of Sale, the IP Assignment Agreement, the Confidentiality Agreement, the Transition Services Agreement and the other documents, instruments, exhibits, annexes, schedules or certificates contemplated hereby and thereby.

Examples of Ancillary Agreements in a sentence

• SpinCo acknowledges and agrees that ParentCo’s willingness to cause, effect and consummate the Separation and Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article 5.

• If such Indemnifying Party rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

• The chief executive officers of ▇▇▇▇▇▇▇▇ and SpinCo will discuss such disagreement and/or negotiate for a period of up to sixty (60) days in an effort to resolve such disagreement or negotiate an acceptable interpretation or revision of the applicable portion of this Agreement or the Ancillary Agreements mutually agreeable to both Parties, without the necessity of formal procedures relating thereto.

• On or prior to the Distribution Date, each of ParentCo and SpinCo shall enter into, and/or (where applicable) shall cause the applicable member or members of its respective Group to enter into, the Ancillary Agreements and any other Contracts in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

• Notwithstanding the foregoing, SpinCo shall not assume (on behalf of itself and / or its designated Subsidiaries) any Liability attributable to the failure of ParentCo or its officers, directors, employees, agents or Affiliates to materially perform ParentCo’s obligations to SpinCo pursuant to this Agreement or the Ancillary Agreements.

More Definitions of Ancillary Agreements

Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement.

Ancillary Agreements has the meaning set forth in Section 3.5.

Ancillary Agreements means the Employee Matters Agreement, the Trademark License Agreement, the Transition Services Agreement, the Tax Allocation Agreement, the Software License Agreement and the Retransmission Agreement.

Ancillary Agreements shall have the meaning set forth in the Separation Agreement.

Ancillary Agreements means all of the written agreements, instruments, assignments or other written arrangements (other than this Agreement and the Distribution Agreement) entered into in connection with the transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, the Conveyancing and Assumption Instruments, the Data Services Agreements, the Intellectual Property Agreement, the Shared Transaction Services Agreements, the Tax Allocation Agreement and the Transition Services Agreement.

Ancillary Agreements means the Transition Services Agreement, TMA, EMA, IPA, Assignment and Assumption Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement.

Ancillary Agreements means the Escrow Agreement, Contribution Agreement, Transition Services Agreement, License Agreement and the Estoppel Agreements, and the other agreements and documents delivered pursuant to the terms of this Agreement.