Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.
Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.
Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.
Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.
Existing Agreements has the meaning as set forth in Section 3.2 hereof.
Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.
Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.
Existing LLC Agreement is defined in the recitals to this Agreement.
Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.
Restructuring Agreement shall have the meaning set forth in the recitals.
Existing Agreement has the meaning set forth in the recitals.
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Transaction Agreement has the meaning set forth in the recitals.
Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.
Acquisition Agreements has the meaning specified in the Recitals.
SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:
Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.
Athlete Agreement means the agreement that must be completed by any Athlete wishing to be considered for nomination and selection to the Games Team in accordance with clause8.4 of the NZOC Nomination and Selection Regulation.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.
Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.
Side Agreement means the Side Agreement for Transfer Agency Services between the Customer and Transfer Agent dated as of January 1, 2015.
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.
Shareholder Agreement has the meaning set forth in the Recitals.