Foreign Acquisition Agreement Clause Samples
A Foreign Acquisition Agreement clause outlines the terms and conditions under which a company or entity from one country acquires ownership or control of a business or assets located in another country. This clause typically addresses regulatory approvals, compliance with local and international laws, and may specify requirements for due diligence, currency exchange, and transfer of assets across borders. Its core practical function is to ensure that both parties understand the legal and procedural steps necessary for a cross-border acquisition, thereby reducing the risk of regulatory issues and facilitating a smooth transfer of ownership.
Foreign Acquisition Agreement. The transfer of each Purchased Asset or Purchased Shares of each Purchased Entity organized or located in a jurisdiction in which local Applicable Laws require observance of specified formalities or procedures to legally effect a transfer of such asset or equity interest will be effected pursuant to short-form acquisition agreements (the “Foreign Acquisition Agreements”) on a country-by-country basis. Each Foreign Acquisition Agreement for the transfer of Purchased Assets shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto, and each Foreign Acquisition Agreement for the transfer of the Purchased Shares of a Purchased Entity shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit F hereto, except as Seller and Buyer may otherwise reasonably agree after the date hereof; provided that the parties shall reasonably cooperate to modify such forms to implement: (i) the deletion of provisions which are inapplicable to such Acquired Entity; (ii) such changes as may be necessary to satisfy the requirements of local Applicable Laws; and (iii) such changes as may be reasonably agreed upon by Seller and Buyer regarding employment, employee benefit, and Tax matters in order to adapt each Foreign Acquisition Agreement to the particular circumstances of the relevant Purchased Entity and country; provided, further, in each case, that each applicable Foreign Acquisition Agreement (including any related transfer instruments thereto) shall serve solely to effect the legal transfer of the applicable Purchased Assets or Purchased Shares of each Purchased Entity and shall not have any effect on the value being received by Buyer or given by Seller, including the allocation of assets and Liabilities as between them or any other terms or conditions of such transfer, all of which shall be determined solely in accordance with this Agreement and, in the event of any conflict between any Foreign Acquisition Agreement (including any related transfer instruments thereto) and this Agreement, the terms of this Agreement shall control in all respects.
Foreign Acquisition Agreement. The transfer of each Purchased Entity organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such entity, asset or liability will be effected pursuant to short-form acquisition agreements (the “Foreign Acquisition Agreements”) on a country-by-country basis. Each Foreign Acquisition Agreement shall be in substantially the form attached as Exhibit B hereto, except for: (i) the deletion of provisions which are inapplicable to such Purchased Entity; (ii) such changes as may be necessary to satisfy the requirements of applicable local Law; and (iii) such changes as may be reasonably agreed upon by Seller and Purchaser, including regarding employees and employee benefit matters in order to adapt such agreement to the particular circumstances of the relevant Purchased Entity and country; provided, in each case that the Foreign Acquisition Agreements shall serve purely to effect and make enforceable vis-à-vis third parties the transfer of the legal and beneficial title to the applicable Purchased Equity and shall not have any significant effect on the value being received by Purchaser or given by Seller, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement.
Foreign Acquisition Agreement. The transfer of each Purchased Entity organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such entity, asset or liability will be effected pursuant to short-form acquisition agreements (the “Foreign Acquisition Agreements”) on a country-by-country basis. Each Foreign Acquisition Agreement shall be in substantially the form attached as Exhibit B hereto, except for: (i) the deletion of provisions which are inapplicable to such Purchased Entity;