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This excerpt taken from the C 10-Q filed Oct 31, 2008. “Mercer Report” has the
meaning set out in Schedule 21.
“New CTA” has the meaning set our in Schedule 21.
“New Pension Fund” has the meaning set out in Schedule 21.
“New Trustee” has the meaning set out in paragraph I of the Preamble.
“Non-Resident Indians” has the meaning set out in Clause 15.4.3.
“Notice” has the meaning set out in Clause 17.3.
“Notified Claims” has the meaning set out in Clause 12.6.1.
“Owned Real Estate” has the meaning set out in Clause 11.8.1.
“Parties” means the Seller and the Purchaser.
“Pension Assets” has the meaning set out in paragraph (l) of the Preamble.
“Pension Commitments” has the meaning set out in paragraph (l) of the Preamble.
“Pension Fund” has the meaning set out in Schedule 21.
“Pension Fund Report” has the meaning set out in Schedule 21.
“Pension Schemes” has the meaning set out in Clause 11.12.6.
“Permitted Encumbrance” means any (i) Encumbrance reflected in or reserved against in the Individual Annual Accounts; (ii) Encumbrance for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (iii) Encumbrance of warehousemen, mechanics and materialmen and other similar Encumbrances incurred in the ordinary course of business; (iv) Encumbrance that does not materially interfere with the use of the relevant asset as currently used; or (v) Encumbrances arising by operation of law in the ordinary course of business.
“Portfolio Company” has the meaning set out in Clause 15.4.6.
“Preliminary Internal Financial Payables Amount” has the meaning set out in Clause 5.4.2(i).
“Preliminary Purchase Price” has the meaning set out in Clause 5.4.1(i).
“Preliminary Reorganisations” has the meaning set out in the Preamble.
“Premium” has the meaning set out in Clause 5.1.3.
“Profit Pooling Agreements” has the meaning set out in the Preamble.
“Profit Pooling Termination Date” has the meaning set out in Clause 7.4.1.
“Purchase Price” has the meaning set out in Clause 5.1.
“Purchaser” has the meaning set out in the parties section on the first page of this Agreement.
“Purchaser’s Guarantees” has the meaning set out in Clause 13.
“Region” means the Federal Republic of Germany.
“Regulation” has the meaning set out in Clause 6.1.1(i).
“Restricted Period” has the meaning set out in Clause 15.4.1.
“Second Stub Fiscal Year” has the meaning set out in Clause 7.4.2.
“Seller” has the meaning set out in the parties section on the first page of this Agreement.
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“Seller Restricted Activities” has the meaning set out in Clause 15.4.1.
“Seller’s Guarantees” has the meaning set out in Clause 11.
“Seller’s Knowledge” means, unless otherwise stated, the actual knowledge of the persons whose names are set out in Schedule 23.
“Seller’s Securities” has the meaning set out in Clause 15.5.1.
“Senior Employees” has the meaning set out in Clause 11.12.1.
“Shares” means all the issued shares in the capital of the Target Companies specified in Schedule 2.
“Silent Partner Interest” has the meaning set out in the Preamble.
“Silent Partnership Agreement” has the meaning set out in the Preamble.
“SME” has the meaning set out in Clause 15.4.1.
“Squeeze-Out Claim” means the legal proceedings, inter alia the award proceeding (Spruchverfahren), initiated against Citicorp Deutschland and its former majority shareholder, Citibank Overseas Investment Corporation, by Citicorp Deutschland’s former third-party minority shareholders with respect to the squeeze-out procedure pursuant to the German Stock Corporation Act conducted by Citibank Overseas Investment Corporation prior to the conversion of Citicorp Deutschland from a public stock corporation into a limited liability company.
“Standards of Quality” has the meaning set out in Clause 15.2.3.
“Steering Committee” has the meaning set out in Clause 7.10.4.
“Straddle Period” has the meaning set out in Clause 14.1.
“Stub Fiscal Year” has the meaning set out in Clause 7.4.1.
“Stub Fiscal Year Financial Statements” has the meaning set out in Clause 10.1.
“Subsidiaries” has the meaning set out in the Preamble.
“Support Services” has the meaning set out in Clause 15.1.
“Target Business” has the meaning set out in Clause 15.4.4.
“Target Company” has the meaning set out in the Preamble.
“Target Company Profit Pooling Agreements” has the meaning set out in the Preamble.
“Tax” and “Taxes” has the meaning set out in Clause 14.1.
“Tax Allocation Arrangement” has the meaning set out in Clause 14.1.
“Tax Audits” has the meaning set out in Clause 14.5.1.
“Tax Authorities” has the meaning set out in Clause 14.1.
“Tax Benefits” has the meaning set out in Clause 12.2.2 (v)
“Tax Election” has the meaning set out in Clause 14.1.
“Tax Measures” has the meaning set out in Clause 14.5.1.
“Tax Refunds” has the meaning set out in Clause 14.3.1.
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“Tax Returns” has the meaning set out in Clause 14.1.
“Third Party Claim” has the meaning set out in Clause 12.6.4.
“Third Party User” has the meaning set out in Clause 15.2.13.
“Transfer Assets” has the meaning set out in Schedule 21.
“Transitional Services Agreement” has the meaning set out in Clause 9.2.3.
“VAT” means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) the Directive 77/338/EEC and outside the European Union any Tax levied by reference to added value or sales.
“writing” includes communication made by mail or facsimile, except where a stricter form (e.g. notarisation) is required under applicable law.
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