German Restructuring Sample Clauses
German Restructuring. Notwithstanding anything to the contrary in this Agreement, with respect to the Corporate Restructuring Transactions involving the restructuring of the German entities (i.e., the members of the Tenneco Affiliated Group organized under the laws of Germany) (the "German Restructuring Transactions"), the parties agree as follows:
(i) Packaging Company shall be liable for any and all Transfer Taxes incurred as a result of the German Restructuring Transactions.
(ii) Tenneco Deutschland Holdinggesellschaft mBH's ("Tenneco Deutschland") German Tax losses shall be utilized to the fullest extent permitted under German Tax Law to offset income realized in connection with the German Restructuring Transactions and Packaging Company shall have no obligation to reimburse or otherwise compensate Tenneco for the use of such Tax losses; provided, however, that (X) in the event the German Tax Authority makes a final determination that the income realized in connection with the German Restructuring Transactions is greater than the amount reported on the Tax Return as originally filed, Packaging Company shall pay to Tenneco Deutschland an amount equal to the additional German Tax loss used to offset Tenneco Deutschland's in creased income multiplied by the applicable German Tax rate, and (Y) in the event the German Tax Authority makes a final determination that the income realized in connection with the German Restructuring Transactions is less than the amount reported on the Tax Return as originally filed, Tenneco Deutschland shall pay to Packaging Company an amount equal to the German Tax loss restored as a result of such determination multiplied by the applicable German Tax rate.
(iii) In the event any member of the Packaging Group is required to make profit and absorption payments to Tenneco Deutschland after the Distribution Date, such payments shall be promptly repaid to Tenneco Packaging Deutschland Holding Gesellschaft mBH as an adjustment to purchase price with respect to Tenneco Deutschland's sale of such member to Tenneco Packaging Deutschland Holding Gesellschaft mBH pursuant to the German Restructuring Transactions.
(iv) In the event the German Tax Authority disallows Tenneco Deutschland's Organschaft status for any reason whatsoever, Tenneco Deutschland shall pay to Packaging Company the Tax Benefit realized by Tenneco Deutschland by reason of claiming input credits arising out of deemed dividend payments made by members of the Packaging Group.
German Restructuring. The Borrower proposes to combine the German subsidiaries of Enodis with the pre-existing German subsidiaries of the Borrower, both to rationalize the corporate organization and to permit the filing of a consolidated income tax return in Germany. As part of that transaction, the Borrower would contribute to Manitowoc Finance (Luxembourg) S.a.r.l. approximately £203 million of its notes receivable from Enodis.
German Restructuring. Borrowers shall have completed the Initial Restructuring all of which shall otherwise be in form and substance, including, without limitations, the tax and legal effects, satisfactory to Administrative Agent (except for those items of the Initial Restructuring noted in Section B.1 of the Post-Closing Restructuring).
German Restructuring. (a) Restructuring of German Winding Wire Operations. Prior to the date hereof, L&K has, pursuant to the terms and conditions of the kaufvertrag attached hereto as Exhibit 3.1.29 (the “German Transfer Agreement”), conveyed, transferred and assigned to German Newco all of its right, title and interest in and to the assets and liabilities of the German Winding Wires Division (the “German Restructuring”).
(b) Except as set forth on Schedule 3.1.29, German Newco immediately prior to the consummation of the German Restructuring, German Newco did not have any assets, properties, operations or rights whatsoever, and German Newco did not have or maintain any employees or Employee Benefit Plans. Immediately prior to the consummation of the German Restructuring, German Newco did not have any liabilities or obligations of any nature, whether known or unknown, accrued or hereafter arising, absolute or contingent.
(c) The consummation of the German Restructuring did not (i) contravene or conflict with any term or provision of the Charter Documents of any ▇▇▇▇▇▇ ▇▇▇▇▇▇, (▇▇) except as indicated in Schedule 3.1.3, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel any Contract to which a Nexans Entity is a party, (iii) contravene or conflict with any judgment, decree or order of any Governmental Entity to which a Nexans Entity or by which a Nexans Entity or any of its properties are bound, (iv) contravene or conflict with any Law or arbitration award applicable to a Nexans Entity, or (v) result in the creation or imposition of any Encumbrance on any asset, property or right of a Nexans Entity.
(d) German Newco has no assets, operations, rights, obligations or liabilities of any kind, except those related to the Nexans WW Business.