Termination of German Control and Profit and Loss Transfer Agreement Sample Clauses

Termination of German Control and Profit and Loss Transfer Agreement. The Sellers shall terminate the domination agreement dated 20 December 1991 (the “Dominator Agreement”) and the control and profit and loss transfer agreement (the “ABG Agreement”) dated September 5, 2001 with amendment dated November 3, 2005 between Xxxxxxxxx-Xxxx Beteiligungs GmbH (“IRBet”, acting as the controlling company) and IR Germany (acting as the controlled entity) with effect as of the Profit Sharing Termination Date, such date being March 31, 2007 or as soon as possible thereafter and in no case later than December 31st, 2007. The Sellers shall in due course provide evidence to the Buyer regarding the termination of the Dominator Agreement and the ABG Agreement and the Parties shall cooperate as appropriate towards such termination. The Parties recognize that IRBet is, pursuant to German civil law, entitled to receive from IR Germany any pre-tax profits up until the Profit Sharing Termination Date, and is required to compensate IR Germany for any losses accounted for by IR Germany during 2007. IRBet hereby waives (“verzichtet auf”) its rights under the ABG Agreement to receive IR Germany’s profits for the period of January 1, 2007 until the Profit Sharing Termination Date. The Seller shall furthermore undertake all reasonable efforts to terminate and wind up the fiscal unity for German Value-Added Tax purposes between IRBet and IR Germany as of the Closing Date and the Parties shall cooperate as appropriate to this end.
Sample 1
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Related to Termination of German Control and Profit and Loss Transfer Agreement

  • Termination of Reporting Obligation The Servicer’s obligation to deliver or cause the delivery of reports under this Section 3.5 will terminate on payment in full of the Notes.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • 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.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Account Control Agreement The provisions of Sections 8.02 and 8.05 are subject to the terms of the Account Control Agreement.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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