Foreign Acquisition Agreements. The transfer of Purchased Assets or Assumed Liabilities in or to a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of Purchased Assets or Assumed Liabilities will be effected pursuant to short-form acquisition agreements substantially in the form of the Assignment, Assumption and Xxxx of Sale, except for: (a) the deletion of provisions which are inapplicable to such Purchased Assets or Assumed Liabilities; (b) such changes as may be necessary to satisfy the requirements of applicable local Law; and (c) such changes as may be reasonably agreed upon in writing by Seller, Purchaser and Xxxxxx (the “Foreign Acquisition Agreements”); 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 interest in and to the Purchased Assets and Assumed Liabilities and shall not have any significant effect on the value being received by any Designated Purchaser or any Asset Seller Entity, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement.
Foreign Acquisition Agreements. The transfer of each Purchased Entity organized in, or of any other Purchased Assets held as of the Closing by a Seller Entity organized in, the jurisdictions set forth on Section 2.12 of the Seller Disclosure Schedules 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 (other than the transfer of a Purchased Entity) 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 a Purchased Entity shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit F hereto, in each case except as Seller and Purchaser may otherwise agree, including 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 regarding employees and employee benefit matters in order to adapt such agreement to the particular circumstances of the relevant Purchased Entity and/or country; provided that, in each case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Entity or Purchased Asset and shall not have any significant effect on the value being received by Purchaser or given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement. Unless otherwise agreed by Purchaser and Seller, the Foreign Acquisition Agreements will be executed and delivered on the Closing Date and the transfer of the assets and the interest set forth therein will be consummated on the Closing Date (and, for accounting and other economic purposes, such transfer of assets and interests (and assumption of liabilities) will be deemed effective as of the Closing Effective Time). For the avoidance of doubt, Foreign Acquisition Agreements with respect to each Deferred Closing Country and Deferred Retained Closing Country will not be executed or delivered on the Closing Date, but will instead be executed and delivered at the applicable Deferred Closing or Deferred Retained Closing.
Foreign Acquisition Agreements. Subject to the terms and conditions hereof, the parties shall, or shall cause their respective Subsidiaries to, enter into such agreements and instruments (collectively, the “Foreign Acquisition Agreements”) providing for the sale, transfer, conveyance, assignment or delivery of any Transferred Asset, Battery Companies Equity Interest and/or the assumption of any Assumed Liability located outside the United States of America as the parties jointly determine would be required or advisable pursuant to, or to comply with, requirements of applicable local Law to be documented separately from this Amended Agreement, which Foreign Acquisition Agreements shall be negotiated in good faith between the parties, but in all events shall be consistent with the terms of this Amended Agreement and have appropriate provisions to pay the applicable portion of the Purchase Price, as applicable, in local currency if necessary (which will reduce the corresponding obligation to make payment under this Amended Agreement) in such amounts and such countries as jointly determined by the parties and shall contain customary provisions as agreed to by the parties with respect to local law and Tax matters not inconsistent with this Amended Agreement. Any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Bloomberg (BGN New York) as of 5:00 P.M., New York time, on the date that is three (3) Business Days prior to the Closing. Notwithstanding anything to the contrary, the parties hereto acknowledge and agree that (x) nothing in the Foreign Acquisition Agreements, express or implied, is intended to or shall be construed to replace, substitute, modify, expand, qualify or limit in any way the terms of this Amended Agreement and (y) to the extent that any provision of any Foreign Acquisition Agreement conflicts or is inconsistent with the terms of this Amended Agreement, this Amended Agreement will govern.
Foreign Acquisition Agreements. The transfer of each Foreign Transferred Company organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such entity shall 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 same form as Exhibit F hereto, except, as Parent and Purchaser may agree, including for: (i) the deletion of provisions that are inapplicable to such Foreign Transferred Company; (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 Parent and Purchaser regarding employees and employee benefit matters in order to adapt such agreement to the particular circumstances of the relevant Foreign Transferred Company and country; provided, in each case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Transferred Entity and shall not have any effect on the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement, or in any way modify, amend or constitute a waiver of, any provision of this Agreement or any other Ancillary Agreement.
Foreign Acquisition Agreements. Subject to the terms and conditions hereof, at the Closing, the parties shall, or shall cause their respective Subsidiaries to, enter into such agreements and instruments (collectively, the “Foreign Acquisition Agreements”) providing for the sale, transfer, conveyance, assignment or delivery of any Varta Companies Equity Interest and thereby indirectly transfer of the Transferred Assets and/or indirect assumption of the Assumed Liabilities as the parties jointly determine would be required or advisable pursuant to, or to comply with, requirements of applicable local Law to be documented separately from this Agreement, which Foreign Acquisition Agreements shall be in the forms set out in Exhibit D and have appropriate provisions to pay the applicable portion of the Purchase Price, as applicable, in local currency if necessary (which local currency payments, including any adjustment thereof, will reduce the corresponding obligation to make payment of the Purchase Price to Seller under this Agreement, and Seller shall promptly reimburse any excess Purchase Price payment received or Purchaser shall promptly pay to Seller any under-payment as the case may be, in case of such local currency payments) in such amounts and such countries as jointly determined by the parties. Any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Bloomberg (BGN New York) as of 5:00 P.M., New York time, on the date that is three (3) Business Days prior to the Closing. Notwithstanding anything to the contrary, the parties hereto acknowledge and agree that (x) nothing in the Foreign Acquisition Agreements, express or implied, is intended to or shall be construed to replace, substitute, modify, expand, qualify or limit in any way the terms of this Agreement and (y) to the extent that any provision of any Foreign Acquisition Agreement conflicts or is inconsistent with the terms of this Agreement, this Agreement will govern.
Foreign Acquisition Agreements. Principal Seller and Purchaser shall each have, and shall each have caused their applicable affiliates to have, executed such Foreign Acquisition Agreements to be executed under applicable local Law for purposes of implementing the transfer and conveyance of the Securities and the Acquired Assets located outside of the United States.
Foreign Acquisition Agreements. (a) The transfer of the Shares of each of TI and TFET shall be effected at the Closing pursuant to the Foreign Acquisition Agreement for TI and the Foreign Acquisition Agreement for TFET, respectively; provided, in each case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the Shares of TI and TFET, as applicable, and shall not have any effect on the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as between them or the parties, all of which shall be determined by this Agreement, or in any way modify, amend or constitute a waiver of, any provision of this Agreement or any Ancillary Agreement.
Foreign Acquisition Agreements. The transfer of each Purchased Company organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such entity 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 same form as the form of Foreign Acquisition Agreement attached as Exhibit C-1 or Exhibit C-2 to this Agreement, as applicable, except as Seller and Purchaser may otherwise agree, including for: (i) EXHIBIT 2.1 the deletion of provisions which are inapplicable to such Purchased Company; (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 regarding employees and employee benefit matters, and non-income Taxes and non-income Tax matters, in order to adapt such agreement to the particular circumstances of the relevant Purchased Company and country; provided, in each case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Company and shall not have any effect on the value being received by Purchaser or given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement.
Foreign Acquisition Agreements. Subject to the terms and conditions hereof, the parties shall, or shall cause their respective Subsidiaries to, enter into such agreements or instruments (the “Foreign Acquisition Agreements”) providing for the sale, transfer, conveyance, assignment or delivery of any Transferred HHI Assets or Transferred TLM Assets, and/or the assumption of any Assumed HHI Liabilities or Assumed TLM Liabilities, located outside the United States of America as the parties jointly determine would be required or advisable pursuant to requirements of applicable local Law to be documented separately from this Agreement, which Foreign Acquisition Agreements shall be negotiated in good faith between the parties, but in all events shall be consistent with the terms of this Agreement and have appropriate provisions to pay the applicable portion of the HHI Purchase Price or TLM Purchase Price, as applicable, in local currency if necessary (which will reduce the corresponding obligation to make payment under this Agreement) in such amounts and such countries as jointly determined by the parties. Any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Reuters on the date that is three (3) Business Days prior to the applicable Closing.
