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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives to prepare and complete, in cooperation with RSGG, the annual financial accounts of ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives, including by applying the policies, procedures, practices and elections applied by Parent in the preparation of the annual financial accounts of ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives any amounts payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives under the Enterprise Agreements as of the Termination Date. (b) Following the Closing Date, Buyer shall not, and shall cause its Affiliates (including ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives) not to, amend, re-file or otherwise modify the German Controlled Entity Profit Pooling Accounts without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned). Upon Parent’s reasonable request, Buyer shall, and shall cause ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives to, amend the German Controlled Entity Profit Pooling Accounts in accordance with the written instructions of Parent, if and to the extent required in order to maintain the fiscal unity of ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives with RSGG and its Affiliates in accordance with the applicable Enterprise Agreement for any period ending on or prior to the Termination Date. In the event that, following the Closing Date, a Governmental Authority of competent jurisdiction makes a determination which is not subject to appeal that the amount of profits transferred or the losses paid, as the case may be, under an Enterprise Agreement with respect to any period ending on or prior to the Termination Date were not transferred or paid, as the case may be, in accordance with the applicable Enterprise Agreement or applicable Legal Requirements, (i) Parent will cause RSGG to pay any such amounts so determined to be payable by RSGG to ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives, or (ii) Buyer shall cause ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives to pay such amounts so determined to be payable by ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives to RSGG, as the case may be, by wire transfer of immediately available funds to a bank account designated in writing by Parent or Buyer, as the case may be, to the other party. Concurrently with any payment by RSGG to ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives pursuant to the previous sentence, Buyer shall pay to Parent an amount equal to such payment and, concurrently with any payment by ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives to RSGG, as the case may be, pursuant to the previous sentence, Parent shall pay to the Buyer an amount equal to such payment, in each case, by wire transfer of immediately available funds to a bank account designated in writing by Parent or Buyer, as the case may be, to the other party.