StarCo Termination Agreement definition

StarCo Termination Agreement means the agreement to be negotiated and entered into immediately prior to the Effective Time by the Company and StarCo terminating StarCo’s relationship with the Company in a form to be agreed upon by the Company and Bxxxx prior to Closing. Pursuant to the StarCo Termination Agreement, (i) the Company will agree to pay the account payable balance owed StarCo on the Closing Date (in an amount no greater than $2 million), (ii) for claims alleged against the Surviving Corporation or StarCo arising from bonded contracts where the contract has been paid in full as of the Closing Date (“Completed Contracts”), the Company will agree to defend all of such claims, pay any proven claims, and perform any required work to satisfy any proven claims, (iii) the Surviving Corporation will have the right of reimbursement for all costs and damages incurred in settling, resolving, or paying any claims that exceed $250,000 per incident from StarCo and its Affiliates, (iv) StarCo will agree to remain in existence until the end of the contractual warranty period for any Completed Contract, (v) for any claim against the Surviving Corporation or StarCo on any contract of the Company that has not been paid in full as of the Closing Date (“Contracts in Progress”), the Surviving Corporation will agree to be wholly responsible for the defense, resolution and payment of such claims, and agree to indemnify and defend StarCo from such claims, (vi) the Company will agree to indemnify Sxx Xxxxxxxxxx and Dxx Xxxx from their personal guarantees (and those of their spouses) of any bonding obligation on any Contract in Progress, and (vii) the Parent and Acquisition Corp. will agree to provide their own line of bonding capacity for the Surviving Corporation after the Closing Date, without the guarantees of Sxx Xxxxxxxxxx or Dxx Xxxx.
Sample 1

Related to StarCo Termination Agreement

  • Termination Agreement has the meaning set forth in the Recitals.

  • 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.

  • Affiliation Agreement means a written agreement between a chartered program and any person that sets forth the roles and responsibilities of the parties, is signed by the individuals with authority to sign contracts, and provides for any of the following:

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Noncompetition Agreement has the meaning stated in Section 2.1.

  • 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.

  • Severance Agreement means the Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

  • Termination Letter has the meaning specified in Section 2.17(b).

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Mediation agreement means a written agreement between the parties to a mediation meeting.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Co-operation Agreement means the agreement between the Exchange and Oslo Børs with regards to the access to the Linked Order Book;

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

  • Secondment Agreement means the secondment agreement between one or more members of the Vishay Group, as the seconding party, on the one hand, and one or more members of the VPG Group on the other hand, listed on Exhibit I, in the substantially in the forms attached to such Exhibit. From and after the Distribution Date, the Secondment Agreement shall refer to the secondment agreement substantially in the form attached to Exhibit I, as amended and/or modified from time to time in accordance with its terms.

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • Prior Employment Agreement has the meaning set forth in the recitals hereto.

  • Novation Agreement means a legal instrument—

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Employment Agreements shall have the meaning provided in Section 5.05.