RAN Contract Sample Clauses

RAN Contract. The Retained Assets include a Contract (Contract R1000) (the "RAN Contract") between Rockwell Australia Limited and the Australian Submarine Corporation. Newco shall indemnify, defend and hold harmless the Acquiror Indemnitees for 80% of any decrease in the profit before tax realized by Rockwell Australia Limited on the RAN Contract below 40.0 million Australian dollars (A$40,000,000) as well as 80% of any loss in respect of the RAN Contract. Likewise, the Company shall pay to Newco 80% of any increase in the profit before tax realized by Rockwell Australia Limited on the RAN Contract above 40.0 million Australian dollars (A$40,000,000). The determination of profit before tax or loss for purposes of this Section 2.1(b) shall be based upon the next quarterly Estimate at Completion ("EAC") for the RAN Contract prepared after expiration of three (3) years from the Effective Time. The determination of Rockwell Australia Limited's profit before tax or loss shall be determined by the Company using the same accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards as were utilized in the preparation of the Retained Business Audited Financial Statements. All payments made pursuant to this Section 2.1(b) shall be computed on a tax-effected basis to take into account the benefit of any reduction, or detriment of any increase, in Taxes payable by Rockwell Australia Limited attributable to the decrease in the profit before tax (including any loss) or increase in the profit before tax realized by Rockwell Australia Limited below or above
Sample 1
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RAN Contract. The Retained Assets include a Contract (Contract R1000) (the "RAN Contract") between Rockwell Australia Limited and the Australian Submarine Corporation. Newco shall indemnify, defend and hold harmless the Acquiror Indemnitees for 80% of any decrease in the profit before tax realized by Rockwell Australia Limited on the RAN Contract below 40.0 million Australian dollars (A$40,000,000) as well as 80% of any loss in respect of the RAN Contract. Likewise, the Company shall pay to Newco 80% of any increase in the profit before tax realized by Rockwell Australia Limited on the RAN Contract above 40.0 million Australian dollars (A$40,000,000). The determination of profit before tax or loss for purposes of this Section 2.1(b) shall be based upon the next quarterly Estimate at Completion ("EAC") for the RAN Contract prepared after expiration of three (3) years from the Effective Time. The determination of Rockwell Australia Limited's profit before tax or loss shall be determined by the Company using the same accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards as were utilized in the preparation of the Retained Business Audited Financial Statements. All payments made pursuant to this Section 2.1(b) shall be computed on a tax-effected basis to take into account the benefit of any reduction, or detriment of any increase, in Taxes payable by Rockwell Australia Limited attributable to the decrease in the profit before tax (including any loss) or increase in the profit before tax realized by Rockwell Australia Limited below or above A$40,000,000. All determinations of the amount (and timing) of any such benefit or detriment shall be determined using principles analogous to those contained in Section 6.6 of the Tax Allocation Agreement, and all payments made pursuant to this Section 2.1(b) shall be governed by Section 2.3 of this Agreement and by Section 6.6(a) of the Tax Allocation Agreement. The obligations of Newco and the Company to pay the amounts set forth in this Section 2.1(b) shall be determined without regard to the acts or omissions of the Company or any Subsidiary with respect to performance of the RAN Contract prior to, at or after the Effective Time. The Company will provide Newco with copies of all quarterly EAC's in respect of the RAN Contract and access to such books and records (including but not limited to accountants' work papers) and personnel familiar with the RAN Contrac...
Sample 1

Related to RAN Contract

  • CUSTODIAN CONTRACT This Contract between each fund or series of a fund listed on Appendix A which evidences its agreement to be bound hereby by executing a copy of this Contract (each such fund is individually hereafter referred to as the "Fund"), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, xxreinafter called the "Custodian",

  • Prime Contract This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

  • Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.

  • Construction Contract On each Borrowing Date, the Borrower shall have certified that all conditions and requirements under the Construction Contract required to be satisfied on such Borrowing Date, including in connection with the respective payment installments to be made to the Yard on such Borrowing Date, shall have been satisfied (including, but not limited to, the Borrower’s payment to the Yard of the portion of the payment installment on the Vessel that is not being financed with proceeds of the Loans), other than those that are not materially adverse to the Lenders, it being understood that any litigation between the Yard and the Parent and/or Borrower shall be deemed to be materially adverse to the Lenders.

  • Contract Contract" shall mean any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

  • Union Contracts Seller is not a party to any union contracts, collective bargaining agreements or other agreements relating to the organization of employees in effect with respect to employees of the Property.

  • Government Contract Government Contract" shall mean any prime contract, subcontract, letter contract, purchase order or delivery order executed or submitted to or on behalf of any Governmental Body or any prime contractor or higher-tier subcontractor, or under which any Governmental Body or any such prime contractor or subcontractor otherwise has or may acquire any right or interest.

  • Sub-Contracting JHSS may subcontract for the performance hereof, provided, however, that (a) upon engagement of any such subcontractor, and at least annually thereafter, JHSS discloses to the Board the financial terms of such subcontract and a summary of the services provided to the Fund pursuant to such subcontract, and (b) JHSS shall be as fully responsible to the Fund for any acts or omissions of any such subcontractor as JHSS is for its own acts and omissions.

  • Employment Contract The Company and Executive acknowledge that the terms of his employment are set forth in this Agreement. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement, or as may otherwise be available in accordance with the Company’s established written plans and written policies at the time of termination.

  • No Employment Contract Nothing contained in this Agreement shall confer upon the Optionee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Optionee.

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