ST Ancillary Agreements definition

Examples of ST Ancillary Agreements in a sentence

  • The ST Transferred Assets and the assets made available to Newco or its Subsidiaries under, or to be used by ST and its Subsidiaries in the performance of, the ST Ancillary Agreements will, as of the Closing, constitute all of the material assets (other than any Intellectual Property) necessary for the conduct of the ST Business as it is conducted by ST and its Subsidiaries as of the Closing Date.

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  • In executing this Agreement and the ST Ancillary Agreements to which it is a party, Newco and its Subsidiaries are relying on the investigations by Intel and FP (or its Affiliates), and on the provisions set forth herein and therein and not on any other statements, presentations, representations, warranties or assurances of any kind made by ST, its representatives or any other Person.

  • ST desires to transfer, and to cause certain of its Affiliates to transfer to Newco and its Affiliates, the ST Transferred Assets in consideration for the issuance by Newco of the ST Newco Shares, the payment by Newco of the ST Cash Consideration, and the assumption by Newco or its Affiliates of the ST Transferred Liabilities, all on the terms and conditions set forth in the ST Asset Contribution Agreement, the ST Ancillary Agreements and this Agreement.

  • Each of the ST Leases (i) is valid and binding on the ST Transferor or ST Transferred Entity which is party thereto and, to the Knowledge of ST, on the counterparties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement and the ST Ancillary Agreements, except to the extent that any ST Contractual Consents are not obtained, shall continue in full force and effect without penalty or other adverse consequence.

Related to ST Ancillary Agreements

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Company Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by the Company under this Agreement or in connection herewith.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Buyer Documents has the meaning set forth in Section 5.2.

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

  • Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

  • Transactional Agreements means:

  • Seller Documents shall have the meaning set forth in Section 4.2.

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

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Existing Agreements means the [*****].

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Operative Documents means the Purchase Agreement, the Indenture, the Trust Agreement, the Notes and the Trust Securities.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

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

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Related Documents mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.