Certain Poland Matters Clause Samples
The 'Certain Poland Matters' clause identifies and addresses specific legal, regulatory, or operational issues relevant to transactions or activities taking place in Poland. Typically, this clause outlines particular requirements, risks, or compliance obligations that are unique to Polish law or the Polish market, such as local licensing, tax considerations, or regulatory approvals. By explicitly highlighting these Poland-specific matters, the clause ensures that both parties are aware of and can manage any unique challenges or obligations arising from conducting business in Poland, thereby reducing the risk of non-compliance or unforeseen legal complications.
Certain Poland Matters. Delphi will transfer all of its shares in Delphi Polska to Fidass II, B.V. and complete all necessary registrations to effect such transfer prior to Closing. GM Buyers will reimburse Sellers on Closing for all costs incurred in acquiring Fidass II, B.V. as such costs are incurred by Sellers or their Affiliates. Delphi will not indemnify GM Buyer for any Tax or other Liabilities of Fidass II, B.V.
Certain Poland Matters. Delphi will use commercially reasonable efforts to transfer all of its shares in Delphi Polska to a Dutch BV (created or purchased off the shelf between the signing of this Agreement and Closing) which, following the transfer, will own all the shares in Delphi Polska. Sellers will use commercially reasonable efforts to create or purchase such Dutch BV following the execution of this Agreement. In the event Sellers are unable to register such Dutch BV with the relevant Governmental Authorities within fifteen (15) days following the date of this Agreement, upon request, Parent agrees to create or purchase a Dutch BV to be used to purchase the shares of Delphi Polska. GM Buyers will reimburse Sellers for all costs incurred in creating, acquiring or transferring the Dutch BV as such costs are incurred by Sellers or their Affiliates. Delphi will not indemnify GM Buyer for any Tax or other Liabilities of the Dutch BV.