Common use of Enterprise Agreements Clause in Contracts

Enterprise Agreements. (a) Parent shall cause the Enterprise Agreements to be terminated by RSGG with effect as near to (but not after) the Closing Date as is reasonably practicable (the effective date of such termination, the “Termination Date”). Within seventy-five (75) days following the Closing Date, Buyer shall cause Xxxxxxxx Xxxx Additives to prepare and complete, in cooperation with RSGG, the annual financial accounts of Xxxxxxxx Xxxx Additives for the fiscal period commencing on January 1 of the calendar year during which the Termination Date occurs and ending as of the Termination Date (the “German Controlled Entity Profit Pooling Accounts”), which accounts shall be prepared in accordance with generally accepted accounting principles in Germany as in effect on the Termination Date and, to the extent permitted by applicable Legal Requirements, consistent with the past practices of Xxxxxxxx Xxxx Additives, including by applying the policies, procedures, practices and elections applied by Parent in the preparation of the annual financial accounts of Xxxxxxxx Xxxx Additives prior to the Closing Date on a consistent basis. Any amounts included in the German Controlled Entity Profit Pooling Accounts as payable by RSGG to Xxxxxxxx Xxxx Additives as of the Termination Date under an Enterprise Agreement shall be treated as Retained Cash Balances for purposes of determining the Purchase Price, and such amount shall be included in the Retained Cash Balances included in the Final Closing Statement delivered by Buyer to Parent pursuant to Section 1.5(c), and any disputes over such amount shall be resolved pursuant to Section 1.5. Any amounts included in the German Controlled Entity Profit Pooling Accounts as payable by Xxxxxxxx Xxxx Additives to RSGG under an Enterprise Agreement as of the Termination Date shall be treated as Transferred Company Indebtedness for purposes of determining the Purchase Price, and such amount shall be included in the Transferred Company Indebtedness included in the Final Closing Statement delivered by Buyer to Parent pursuant to Section 1.5(c), and any disputes over such amount shall be resolved pursuant to Section 1.5. Promptly, and in any event, within two (2) Business Days following the final determination of the Purchase Price pursuant to Section 1.5, (i) Buyer shall cause Xxxxxxxx Xxxx Additives to pay to RSGG any amounts payable to RSGG under the Enterprise Agreements as of the Termination Date, and (ii) Parent shall cause RSGG to pay to Xxxxxxxx Xxxx Additives any amounts payable to Xxxxxxxx Xxxx Additives under the Enterprise Agreements as of the Termination Date.

Enterprise Agreements. (a) Parent shall cause the Xxxxxxxxxx Enterprise Agreement and the RSG Enterprise Agreements to be terminated by RSGG with effect as near of or prior to (but not after) the Closing Date as is reasonably practicable (the effective date of such termination, the “Termination Date”). Within seventy-five Promptly following the Closing Date, and in any event, within fifty (7550) days following the Closing Date, Buyer shall cause Xxxxxxxx Xxxx Additives each of the German-Controlled Entities to prepare and complete, in cooperation with RSGGXxxxxxxxxx GmbH in the case of Xxxxxxxxxx Chemie GmbH and with Rockwood Specialties GmbH in the case of Silo Pigmente GmbH, Rockwood Pigmente Holding GmbH, Xxxxxxxxxx Wasserchemie (Holding) GmbH, and Xxxxxxxxxx Wasserchemie GmbH, the annual financial accounts of Xxxxxxxx Xxxx Additives such German-Controlled Entity for the fiscal period commencing on January 1 of the calendar year during which the Termination Date occurs and ending as of the Termination Date (the each a “German German-Controlled Entity Profit Pooling AccountsAccount”), which accounts shall be prepared in accordance with generally accepted accounting principles in Germany as in effect on the Termination Date and, to the extent permitted by applicable Legal Requirements, consistent with the past practices of Xxxxxxxx Xxxx Additivesthe applicable German-Controlled Entity, including by applying the policies, procedures, practices and elections applied by Parent in the preparation of the annual financial accounts of Xxxxxxxx Xxxx Additives the German-Controlled Entities prior to the Closing Date on a consistent basis. Any amounts included in the German German-Controlled Entity Profit Pooling Accounts Account of (i) Silo Pigmente GmbH, Rockwood Pigmente Holding GmbH and Xxxxxxxxxx Wasserchemie (Holding) GmbH as payable by RSGG to Xxxxxxxx Xxxx Additives Rockwood Specialties GmbH and (ii) Xxxxxxxxxx Chemie GmbH as payable by Xxxxxxxxxx GmbH as of the Termination Date under an the applicable Enterprise Agreement shall be treated as a Retained Cash Balances Balance for purposes of determining the Purchase Price, and such amount shall be included in the Retained Cash Balances included in the Final Closing Statement delivered by Buyer to Parent pursuant to Section 1.5(c), and any disputes over such amount shall be resolved pursuant to Section 1.5. Any amounts included in the German German-Controlled Entity Profit Pooling Accounts Account of (i) Silo Pigmente GmbH, Rockwood Pigmente Holding GmbH and Xxxxxxxxxx Wasserchemie (Holding) GmbH as payable by Xxxxxxxx Xxxx Additives to RSGG Rockwood Specialties GmbH and (ii) Xxxxxxxxxx Chemie GmbH as payable to Xxxxxxxxxx GmbH under an the applicable Enterprise Agreement as of the Termination Date shall be treated as Transferred Company Indebtedness for purposes of determining the Purchase Price, and such amount shall be included in the Transferred Company Indebtedness included in the Final Closing Statement delivered by Buyer to Parent pursuant to Section 1.5(c), and any disputes over such amount shall be resolved pursuant to Section 1.5. Promptly, and in any event, event within two ten (210) Business Days following the final determination of the Purchase Price pursuant to Section 1.5, (i) Buyer shall cause Xxxxxxxx Xxxx Additives each of the German-Controlled Entities to pay to RSGG any amounts payable to RSGG by such German-Controlled Entities under the applicable Enterprise Agreements Agreement as of the Termination Date, and (ii) Parent shall cause RSGG Xxxxxxxxxx GmbH and Rockwood Specialties GmbH to pay to Xxxxxxxx Xxxx Additives each applicable German-Controlled Entity any amounts payable to Xxxxxxxx Xxxx Additives such German-Controlled Entity under the an Enterprise Agreements Agreement as of the Termination Date.