MOU definition
Examples of MOU in a sentence
The partial assumption of each of the SpecCo Relevant Legacy Liabilities and the SpecCo Funding Obligations made hereunder is made in accordance with the Letter Agreement and the MOU (including, in each case, without limitation, the representations, warranties, covenants, agreements and indemnities contained therein).
The parties hereto agree that, in the event of any discrepancy or inconsistency between the terms of this Agreement, on the one hand, and the terms of the DWDP SDA, the Letter Agreement or the MOU, on the other hand, the terms of the DWDP SDA, the Letter Agreement or the MOU, as applicable, shall prevail over the terms of this Agreement, or any document entered into pursuant to this Agreement.
Effective immediately as of the Assumption Effective Time, Assignee hereby irrevocably accepts, assumes (or, as applicable, retains) and agrees to perform, discharge and fulfill, in accordance with the MOU, that certain portion of Assignor’s funding obligations under the MOU, including with respect to the funding of the escrow account thereunder (the “SpecCo Funding Obligations”), equal to the Partial Assumption Fraction.
Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall relieve Assignor of its obligations, as between Assignor and the AgCo Indemnitees, under the DWDP SDA, the Letter Agreement or the MOU.
Nothing contained in this Agreement is intended to or shall be deemed to modify, alter, amend or otherwise change any of the rights or obligations of the parties and their respective Affiliates under the Letter Agreement or the MOU.