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
AutoNDA by SimpleDocs

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.

  • Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.

  • Certification Regarding Termination of Contract for Non-Compliance (Tex Gov. Code 552.374)

  • 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 EFT SERVICES You may terminate this Agreement or any EFT service under this Agreement at any time by notifying us in writing and stopping your use of your card and any access code. You must return all cards to the Credit Union. You also agree to notify any participating merchants that authority to make xxxx payment transfers has been revoked. We may also terminate this Agreement at any time by notifying you orally or in writing. If we terminate this Agreement, we may notify any participating merchants making preauthorized debits or credits to any of your accounts that this Agreement has been terminated and that we will not accept any further preauthorized transaction instructions. We may also program our computer not to accept your card or access code for any EFT service. Whether you or the Credit Union terminates this Agreement, the termination shall not affect your obligations under this Agreement for any electronic transactions made prior to termination.

  • 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.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!