Enterprise Agreements. The Contractor shall honor any Volume or Enterprise Agreement(s) established between a State of Florida agency and the manufacturer of products or services offered under their Master Agreement.
Enterprise Agreements. 7.6.1 The parties agree that this Agreement commits every employee of the company to exercise the necessary flexibility and productivity improvements and broadness of approach as contained in this Agreement so that the company can remain competitive in the market place.
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 Xxxxxxxx Xxxx Additives to prepare and complete, in cooperation with RSGG, the annual financial accounts of Xxxxxxxx Xxxx 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 Xxxxxxxx Xxxx Additives, including by applying the policies, procedures, practices and elections applied by Parent in the preparation of the annual financial accounts of Xxxxxxxx Xxxx 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 Xxxxxxxx Xxxx 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 Xxxxxxxx Xxxx 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 Xxxxxxxx Xxxx 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 Xxxxxxxx X...
Enterprise Agreements. As per the Closing Date the Companies are not party to any enterprise agreements with any entity within the meaning of Sections 291 and 292 German Stock Corporation Act or comparable profit sharing or transfer agreements or any such arrangements under the laws of other jurisdictions.
Enterprise Agreements. 6.6.1 The parties acknowledge the commitment to the principle of enterprise Agreements.
Enterprise Agreements. Except as disclosed in Schedule 14.8, the EMP Group Companies are not party to any enterprise agreements within the meaning of Sections 291 and 292 of the German Stock Corporation Act (AktG) or comparable domination or profit sharing or pooling agreements or arrangements under the laws of any other jurisdiction.
Enterprise Agreements. As of the Closing Date, neither Purchaser nor any of Purchaser's subsidiaries are a party to an enterprise agreement within the meaning of Sections 291 and 292 German Stock Corporation Act (AktG) or comparable agreements under other jurisdictions.
Enterprise Agreements. We and the customer will be the only parties to enterprise agreements and enterprise enrollments. This agreement does not give you any title, interest, license or right in or to any licensed software or other Microsoft services. You have no authority to vary the terms and conditions of any enterprise agreements or enterprise enrollments.
Enterprise Agreements. (a) Subject to clause 4.7(b), prior to Completion, if a Target Entity or the Seller is bargaining to replace an Enterprise Agreement, the Seller must, and must procure that the applicable Target Entities: (1) provide the Buyer with periodic updates in respect of the bargaining to the extent there have been any material developments in relation to the bargaining and, if requested by the Buyer, provide any further reasonable information relating to the bargaining; (2) before agreeing to any new material term of an enterprise agreement to replace an Enterprise Agreement (Replacement Enterprise Agreement) that differs to a term of the relevant Enterprise Agreement, consult with the Buyer in respect of that proposed new material term; and (3) not, without the Buyer's prior written consent (not to be unreasonably withheld or delayed), agree to include in a Replacement Enterprise Agreement any term that limits or prohibits, or has the effect of limiting or prohibiting, the relevant Target Entity’s ability to terminate the employment of any Employee because of the redundancy of their position, as compared to that Target Entity’s current rights provided in the relevant Enterprise Agreement. (b) For the purposes of clause 4.7(a)(2): (1) a new material term is a term that: (A) introduces any new material right or entitlement of any Employee, or materially alters any existing right or entitlement of any Employee, subject to that Replacement Enterprise Agreement compared to the position under the relevant Enterprise Agreement; (B) limits a Target Entity’s rights to terminate the employment of any Employee; (C) introduces any new material obligation on the Target Entity, or materially alters any existing obligation on the Target Entity, compared to the position under the relevant Enterprise Agreement; or (D) materially alters any classification definition or structure compared to the position under the relevant Enterprise Agreement; and (2) in relation to the Buyer’s consultation right, the Seller must give the Buyer details of the relevant term and have regard to any reasonable comments of the Buyer, if received with sufficient time ahead of any scheduled meeting or negotiation in respect of that Enterprise Agreement. (c) For the purpose of clause 4.7(a)(3), if the Buyer does not respond to the Seller (or relevant Target Entity, as applicable) within two Business Days of receiving notice of the proposed term, the Buyer will be deemed to have consented to that term.
Enterprise Agreements. 9.3.1 The Sellers and RSGG shall ensure and evidence to the Purchaser that the Enterprise Agreements will be terminated with effect as of 24:00 h CEST on the Closing Date without any liability of any Group Company. RSGG and the Purchaser shall each procure that the P&L Agreement, will at all times be effectively implemented (tatsächlich durchgeführt). The results (i.e. profit or loss) of CeramTec until the termination of the P&L Agreement will be for the account of the Sellers. The Purchaser shall procure that the respective attributable profits (abzuführender Gewinn) of CeramTec for the last fiscal year ending prior to or on the Closing Date, if any, shall be paid from CeramTec to RSGG, and RSGG shall pay to CeramTec an amount equal to the attributable losses (zu übernehmender Verlust) for the same time period, if any. For purposes of the Purchase Price calculation and adjustment, an attributable profit, as the case may be, is to be treated as Financial Indebtedness and an attributable loss as Cash. The amount to be paid by CeramTec to RSGG or vice versa under the P&L Agreement shall be bindingly determined on the basis of the individual annual accounts of CeramTec as of the date of the termination of the P&L Agreement (the “CeramTec Profit Pooling Accounts”). The Purchaser shall ensure that the CeramTec Profit Pooling Accounts shall be prepared by CeramTec in conjunction with RSGG on a consistent basis, applying (to the extent in accordance with mandatory law) the same policies, procedures, practices and election rights as applied in the previous accounts.
