Tax Separation Agreement Sample Clauses

Tax Separation Agreement. All matters relating to Taxes shall be governed exclusively by the Tax Separation Agreement, except as may be expressly stated herein. In the event of any inconsistency with respect to such matters between the Tax Separation Agreement and this Agreement or any Ancillary Agreement, the Tax Separation Agreement shall govern to the extent of the inconsistency.
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Tax Separation Agreement. The Tax Separation Agreement, in the form attached as Exhibit A hereto, shall have been executed and delivered by each of Parent, Harbor Global and Harbor Global II.
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Tax Separation Agreement. Prior to the Time of Distribution, Harbor Global, Harbor Global II and Parent shall enter into an agreement relating to past and future tax sharing and certain issues associated therewith in the form attached hereto as Exhibit A (the "Tax Separation Agreement").
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Tax Separation Agreement. The Tax Separation Agreement and the Transition Services Agreement shall remain in full force and effect.
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Tax Separation Agreement. The Tax Separation Agreement and the Transition Services Agreement shall remain in full force and effect; provided, however, that, notwithstanding anything contained in this Section 2.03, the parties hereby acknowledge and agree that if all of the conditions set forth in Sections 2.03(c)-(f) above have been satisfied or waived other than the conditions specified in Sections 2.03(c)(iii) and Section 2.03(f)(xi), then the parties will discuss whether to waive such conditions and consummate the Merger prior to the satisfaction of such conditions.
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Tax Separation Agreement. The Tax Separation Agreement and the Transition Services Agreement shall have been entered into and shall be in full force and effect;
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Tax Separation Agreement. This Agreement is entered into as of the first (1st) day of April, 2000, between USBANCORP, Inc. ("USBANCORP"), a Pennsylvania corporation, on behalf of itself and the members of the USBANCORP Group, and Three Rivers Bancorp, Inc. ("Three Rivers"), a Pennsylvania corporation, on behalf of itself and the members of the Three Rivers Group.
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Tax Separation Agreement. Except as otherwise provided herein and not inconsistent with the Tax Separation Agreement, this Agreement shall not govern any Income Tax, and any and all Liabilities relating to Income Taxes shall be exclusively governed by the Tax Separation Agreement.
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Related to Tax Separation Agreement

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Separation Agreement The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Non-Competition Agreement (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:

  • Separation Agreement and Release of Claims The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the sixtieth (60th) day following the Executive’s Qualifying Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3.

  • Separation Agreement and General Release The Company’s obligation to make the Severance Payment or to pay the Salary Continuation is conditioned on Executive’s or his legal representative’s executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment, against the Company and its affiliates (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five (5) days following the Date of Termination; provided, that, if Executive should fail to execute (or revokes) such release within 60 days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payment or the Salary Continuation. If Executive executes the release within such 60 day period and does not revoke the release within seven (7) days following the execution of the release, the Severance Payment will be made in accordance with Section 4(a)(ii) or the Salary Continuation shall commence at such time, as applicable.

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • Amendment to Employment Agreement The Employment Agreement is hereby amended as follows:

  • Consulting Agreement THIS CONSULTING AGREEMENT entered into as of this 26th day of January, 2004 between DIAMOND DISCOVERIES INTERNATIONAL CORP., a Delaware corporation (the "Company") and Xxxxx Xxxxxxxx ("Consultant").

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