Common use of Foreign Acquisition Agreements Clause in Contracts

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 Assets or Assumed Liabilities Entity organized 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 such entity will be effected pursuant to short-form acquisition agreements (the “Foreign Acquisition Agreements”), and supplemented or given effect to by such documents as are required in accordance with the relevant local Laws, on a country-by-country basis. Each Foreign Acquisition Agreement for the transfer of Purchased Assets shall be in substantially in the same form as the form of Foreign Acquisition Agreement attached as Exhibit F hereto, and each Foreign Acquisition Agreement for the Assignment, Assumption and Xxxx transfer of Salea Purchased Entity shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit G hereto, except as Seller and Purchaser may otherwise agree, including for: (a) the deletion of provisions which are inapplicable to such Purchased Assets or Assumed Liabilities; Entity, (b) such changes as may be necessary to satisfy the requirements of applicable local Law; Law and (c) such changes as may be reasonably agreed upon by Seller and Purchaser regarding employees and employee benefit matters in writing by Seller, Purchaser order to adapt such agreement to the particular circumstances of the relevant Purchased Entity and Xxxxxx (the “Foreign Acquisition Agreements”)country; provided, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect and make enforceable vis-à-vis Third Parties the legal transfer of the legal and beneficial interest in and to the applicable Purchased Assets and Assumed Liabilities Entity and shall not have any significant effect on the value being received by any Designated Purchaser or any Asset given by the Seller EntityEntities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement.