Tax Consolidation Exit Agreement definition

Tax Consolidation Exit Agreement means the Tax consolidation exit agreement, dated as of the Closing Date, by and among Custom Sensors & Technologies S.A.S. and BEI France in the form attached hereto as Exhibit I.
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Examples of Tax Consolidation Exit Agreement in a sentence

  • On or prior to the Closing Date, Sellers shall terminate or cause to be terminated all Tax Sharing Agreements and all powers of attorney with respect to Taxes relating to the Companies or any of the Transferred Subsidiaries, in each case such that none of the Companies or the Transferred Subsidiaries shall have any obligations thereunder following the Closing, subject for the avoidance of doubt to the provisions of the Tax Consolidation Exit Agreement.

  • The parties shall pay all liabilities in respect of the impôt sur les sociétés referred to in Article 205 of the French tax code (code général des impôts) and contributions additionnelles referred to in Articles 235 ter ZC and 235 ter ZAA of the French tax code (code général des impôts) (the “French Income Tax”) installments (acomptes) with respect to BEI France for the full calendar year in which the Closing occurs (the “Closing Year”) as required in the Tax Consolidation Exit Agreement.

Related to Tax Consolidation Exit Agreement

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender by Xxxxx Day in connection with the closing of the Loan.

  • Tax Compliance Agreement means the Federal Tax Certificate, Tax Compliance Agreement, Arbitrage Agreement, or other written certification or agreement of the Issuer setting out representations and covenants for satisfying the post-issuance tax compliance requirements for the Tax-Exempt Bonds.

  • Tax Agreement means the Tax Exemption Certificate and Agreement with respect to the Bonds, dated the date of delivery of the Bonds, among the Company, the Issuer and the Trustee, as from time to time amended and supplemented.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Tax Protection Agreement means that certain Tax Protection Agreement dated as of the date hereof, by and among the REIT, the OP and the parties identified as a signatory on Schedule A thereto.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Tax Regulatory Agreement means the Tax Regulatory Agreement dated as of the date hereof by and among the Company, the Issuer and the Trustee.

  • Data Sharing Agreement A formal agreement that documents what data is being shared and how the data can be used between the Parties. ‘‘Data Sharing Code of Practice” the code of practice issued by the Information Commissioner in respect to the sharing of personal data.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Tax Sharing Agreement means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any person’s Tax liability (excluding any ordinary course agreement the principal purposes of which does not relate to Taxes).

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Memorandum of Agreement means the agreement executed by and between FFA and the Institution in which these Conditions have been incorporated by reference;

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Declaration of Trust means this Agreement and Declaration of Trust, as amended or restated from time to time;

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;

  • Contribution Agreement has the meaning set forth in the Recitals.