Surviving Clause definition

Surviving Clause means any one of them;
Sample 1Sample 2Sample 3
Surviving Clause means any one of them; “Tax Authority” shall have the meaning given in the Tax Indemnity; “Tax Claim” means a claim against the Seller for breach of any of the Tax Warranties or for breach of or under the Tax Indemnity; “Tax Indemnity” means the deed of covenant against Taxation in the Agreed Form to be entered into between the Seller and the Investor at Closing; “Tax Period” shall have the meaning given in the Tax Indemnity; “Tax Warranties” means the warranties contained in paragraph 14 of Schedule 6; “Taxation” or “Tax” shall have the meaning given in the Tax Indemnity; “Terminating Affiliate Contracts” means: (i) the general services agreement between NGG and NGET dated 6 November 2002; (ii) the general services agreement between NGG, NGET and NG plc dated 24 October 2002; (iii) the general services agreement between NGUK and NGM for the provision of intragroup services dated 1 December 2016; (iv) the intra-group general services agreement entered into between NGESO and NGG dated 15 September 2020; and (v) the technical standards access agreement between NGG and National Grid Grain LNG Limited dated 6 January 2021; “Third Party Claim” shall have the meaning given in Clause 15.5; “Trade Unions” means together GMB, UNISON, UNITE and Prospect trade unions, and “Trade Union” shall mean any one of them; “Transaction” means the transactions contemplated by this Agreement including the change of Control (as that term is defined in the Shareholders’ Agreement) of NGG; “Transaction Bonus Letters” means the relevant letters entered into between certain Employees and NGG governing the payment of that Employee’s Transaction Bonus as disclosed in the Data Room (folder 27.20), and “Transaction Bonus Letter” means any one of them; “Transaction Bonuses” means the transaction bonuses to be paid by NGG on or around Closing to certain Employees in connection with the NGGH Transfer, each on the terms set out in the relevant Transaction Bonus Letter, and “Transaction Bonus” means any one of them; “Transaction Documents” means this Agreement, the Shareholders’ Agreement, the Disclosure Letter, the Bring Down Disclosure Letter, the Transitional Services Agreement,
Sample 1

Examples of Surviving Clause in a sentence

  • All obligations created by this Agreement save and except those relating to resolution of disputes/arbitration, confidentiality and notices and correspondences (collectively referred to as ”the Surviving Clause”) shall be co-terminus with expiration or the termination of this Agreement whichever is earlier and accordingly none of the provisions of this Agreement except the Surviving Clause shall survive the expiration or termination of this Agreement.

  • Late payment interest shall accrue from the day immediately following the deadline specified by CSA for payment, up to and including the date of full payment.1.7. Surviving Clause Clause 1.5 and Clause 1.6 shall survive the expiry or termination of this Agreement.

  • Loveland; Settlement Statement (signed in two counterparts; copies); Closing Instructions and Acknowledgment of Surviving Clause (signed in two counterparts; copies); and Chicago Title Insurance Company Policy 7210609-144948.

Related to Surviving Clause

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Surviving Company has the meaning set forth in Section 2.1.

  • Company Certificate of Incorporation means the certificate of incorporation of the Company.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Class M-7 Certificate Any one of the Class M-7 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Class M-6 Certificate Any one of the Class M-6 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Class M-8 Certificate Any one of the Class M-8 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Parent Charter means the Amended Certificate of Incorporation of Parent.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Surviving Bank has the meaning set forth in Section 1.03.

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Surviving Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before and after the Closing Date.