Termination of Enterprise Agreements Sample Clauses

Termination of Enterprise Agreements. (a) Seller shall procure (steht dafür ein) (i) that the fiscal year of Target will be changed prior to the Closing Date, so as to terminate at the date which is the later of (x) 30 April 2010 and (y) the end of the last calendar day of (aa) the month following the month in which the last of the Closing Conditions pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) has been fulfilled or waived in accordance with this Agreement, if such fulfillment or waiver has not occurred until the 10th calendar day of such month, or (bb) the month in which the last of the Closing Conditions pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) has been fulfilled or waived in accordance with this Agreement if such fulfillment or waiver has occurred on or prior to the 10th calendar day of such month (the end of the last calendar day of the respectively amended fiscal year of Target herein, the “Effective Date”), and (ii) that the ES Profit Transfer Agreement will be terminated on and with effect as of the Effective Date, 24.00 hours pursuant to an agreement substantially in the form of the draft attached as Schedule 3.2(a). Seller and Purchaser shall use commercially reasonable efforts to procure that the termination of the ES Profit Transfer Agreement is registered with the commercial register of Target promptly after the Closing Date.
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Termination of Enterprise Agreements. 1. Seller and Dynamit Nobel have entered into a profit and loss pooling agreement (Gewinnabführungsvertrag) dated September 29, 1995 and a domination agreement (Beherrschungsvertrag) dated August 23, 1996 (herein collectively the "Enterprise Agreements").
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Related to Termination of Enterprise Agreements

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

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