With respect to certain employee and employee benefits matters, the parties have made the agreements and covenants set forth in the CME Group Employee Matters Agreement and the MH Employee Matters Agreement which are hereby incorporated in, and made a part of, this Agreement as if set forth in full herein.
Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.
Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.
Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.
Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.
Master Separation Agreement has the meaning set forth in the recitals.
Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.
Company Employee Agreement means each management, employment, severance, consulting, relocation, repatriation or expatriation agreement or other Contract between the Company or any Company Affiliate and any Company Employee, other than any such management, employment, severance, consulting, relocation, repatriation or expatriation agreement or other Contract with a Company Employee which is terminable “at will” without any obligation on the part of the Company or any Company Affiliate to make any payments or provide any benefits in connection with such termination.
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.
Securityholders Agreement means the Securityholders Agreement of the Company, dated as of May 5, 1998, as the same has been and may be amended from time to time.
Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.
Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.
Transition Plan means a transition plan, acceptable to the LHIN that indicates how the needs of the HSP’s clients will be met following the termination of this Agreement and how the transition of the clients to new service providers will be effected in a timely manner; and
Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.
Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).
Separation Agreement has the meaning set forth in the recitals to this Agreement.
Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.
Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.
Employee Benefits Agreement means the Employee Benefits Agreement by and between Parent and SpinCo, which agreement shall be entered into prior to or on the Distribution Date in the form attached hereto as Exhibit A.
Shareholders' Agreements shall have the meaning provided in Section 5.05.
Transaction Agreement has the meaning set forth in the recitals.
Transitional Services Agreement shall have the meaning ascribed in Section 6.12.
Tax Protection Agreement means that certain Tax Protection Agreement dated as of the date hereof, by and among the REIT, the OP and the parties identified as a signatory on Schedule A thereto.
Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.
Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.
Distribution Agreement has the meaning set forth in the recitals to this Agreement.
Transition Services Agreement means the transition services agreement substantially in the form attached hereto as Exhibit B.