Intragroup Agreements definition
Examples of Intragroup Agreements in a sentence
The Seller shall terminate prior to or effective as of the Closing all Intragroup Agreements (including the ARIAD Intragroup Indebtedness), settle all outstanding financial obligations arising thereunder and cause each Person party thereto to be unconditionally released and irrevocably discharged from any and all further covenants, undertakings, warranties and other obligations contained in such Intragroup Agreements.
Merck agrees that all of the Merck Intragroup Agreements that are toll manufacturing agreements or distribution or agency agreements will be terminable after the Closing by Merial or the Subsidiary of Merial that is a party to any such agreement on six months’ (or such shorter period as may be provided by the terms thereof) advance notice of termination and without any cost to the Merial Venture (other than to pay for goods or services ordered thereunder prior to such termination).
Except the Remaining Intragroup Agreements, the Pre-Closing Reorganization Arrangements, the Ancillary Agreements and the French Exit Agreement, there will be no material Contracts between any Transferred Company, on one side, and any member of the Arkema Group on the other in force as of immediately after the Closing.
If and to the extent reasonably necessary, additional agreements between the SMT Group and the CZ Group shall be entered into ("Additional Intra-group Agreements", together with the Current Intra-group Agreements, the "Intra-group Agreements").
CZ AG shall also inform the Shareholders Committee of SMT Holding KG about any material change in the Intra-group Agreements (together with substantiated information as to the reasons and background of such changes).
Should it turn out, at any time after Closing, that any of the Intra-group Agreements are not in compliance with the Intra-Group Principles, CZ AG shall ensure that the relevant Intra-Group Agreement will be amended accordingly.
The Parties acknowledge and agree that the Ancillary Agreements (and the contracts, agreements or arrangements referred to in the PMSV Research Agreement) are not, and are not intended to be treated pursuant to this Section 11.12 as, Intragroup Agreements.
The Parties agree that the Current Intra-group Agreements shall continue to remain in place.
Seller shall terminate and/or shall cause its relevant Affiliates (other than the Company and U1USA) to terminate all Intragroup Agreements, including as listed in Exhibit 5.2.4, and pay and/or cause to be paid by/to their respective relevant Affiliates (including the Company and U1USA) all outstanding amounts due thereunder in each case effective prior to or on the Closing Date.
OTHER CLOSING ACTIONS 17 7.1 Company Supervisory Board 17 7.2 Termination of Intragroup Agreements 17 8.