Common use of Foreign Acquisition Agreements Clause in Contracts

Foreign Acquisition Agreements. The transfer of any Purchased Assets or Purchased Company organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such Purchased Assets or Purchased Company 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 D hereto, and each Foreign Acquisition Agreement for the transfer of a Purchased Company shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto,1 except, in each case, as Seller and Purchaser may otherwise agree, including for: (i) the deletion of provisions which are inapplicable to such Purchased Assets or 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 in order to adapt such agreement to the particular circumstances of the relevant Purchased Assets or Purchased Company, as applicable, and country; provided, in each case that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets or Purchased Company and shall not have any significant effect on the value being received by Purchaser or its Affiliates or transferred by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement; provided, further that the Foreign Acquisition Agreements for the transfer of Purchased Assets located in Japan, Korea, France, Macedonia and Tunisia shall be substantially in all material respects in the forms attached as Exhibits D-1 and X-0, X-0, X-0, E-2 and E-3 hereto, respectively.

Foreign Acquisition Agreements. The transfer of each Purchased Entity organized in, or of any other Purchased Assets or Purchased Company held as of the Closing by a Seller Entity organized in a jurisdiction in which local Laws require observance in, the jurisdictions set forth on Section 2.12 of specified formalities or procedures to legally effect a transfer of such Purchased Assets or Purchased Company 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 shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit D hereto, and each Foreign Acquisition Agreement for (other than the transfer of a Purchased Company Entity) shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto,1 excepthereto, 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, case except as Seller and Purchaser may otherwise agree, including for: (i) the deletion of provisions which are inapplicable to such Purchased Assets or Purchased CompanyEntity; (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 Assets or Purchased Company, as applicable, and Entity and/or country; providedprovided that, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets Entity or Purchased Company Asset and shall not have any significant effect on the value being received by Purchaser or its Affiliates or transferred given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement; provided. Unless otherwise agreed by Purchaser and Seller, further that the Foreign Acquisition Agreements for will be executed and delivered on the Closing Date and the transfer of Purchased Assets located in Japan, Korea, France, Macedonia the assets and Tunisia shall the interest set forth therein will be substantially in all material respects in consummated on the forms attached as Exhibits D-1 and X-0, X-0, X-0, E-2 and E-3 hereto, respectivelyClosing Date.

Foreign Acquisition Agreements. The transfer of any each Purchased Assets Asset, Assumed Liability or Purchased Company organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such Purchased Assets or Purchased Company entity 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 or the Assumed Liabilities shall be in substantially the same form as the form of the Foreign Acquisition Agreement attached as Exhibit D E hereto, and each Foreign Acquisition Agreement for the transfer of a Purchased Company shall be in substantially the same form as the form of the Foreign Acquisition Agreement attached as Exhibit E hereto,1 exceptF 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 Assets Company, Purchased Asset or Purchased CompanyAssumed Liability; (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 Assets or Purchased Company, as applicable, Company and country; provided, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets Company, Purchased Asset or Purchased Company Assumed Liability and shall not have any significant effect on the value being received by Purchaser or its Affiliates or transferred given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement; provided, further that the Foreign Acquisition Agreements for the transfer of Purchased Assets located in Japan, Korea, France, Macedonia and Tunisia shall be substantially in all material respects in the forms attached as Exhibits D-1 and X-0, X-0, X-0, E-2 and E-3 hereto, respectively.

Foreign Acquisition Agreements. The transfer of any Purchased Assets or each Purchased Company organized in a jurisdiction in which local Laws require observance in, or of specified formalities or procedures to legally effect a transfer of such any other Purchased Assets or Purchased Company 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 shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit D E hereto, and each Foreign Acquisition Agreement for the transfer of a Purchased Company shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto,1 exceptF 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 Assets or 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 in order to adapt such agreement to the particular circumstances of the relevant Purchased Assets or Purchased Company, as applicable, Company and country; provided, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets or Purchased Company and shall not have any significant effect on the value being received by Purchaser or its Affiliates or transferred given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement; provided. From and after the date hereof, further that Purchaser and Seller shall (and shall cause their respective Affiliates to) use reasonable best efforts to satisfy any requirement under applicable Law to inform and consult with employee representatives, trade unions and/or Business Employees prior to the Closing which arise out of the transactions contemplated by to this Agreement. Each of Purchaser and Seller shall provide the other party with such reasonable cooperation as may be necessary, proper or advisable in relation to such information and consultation procedures. Unless otherwise agreed by Purchaser and Seller, the Foreign Acquisition Agreements for will be executed and delivered on the Closing Date and the transfer of Purchased Assets located in Japan, Korea, France, Macedonia the assets and Tunisia shall the interest set forth therein will be substantially in all material respects in consummated on the forms attached as Exhibits D-1 and X-0, X-0, X-0, E-2 and E-3 hereto, respectivelyClosing Date.

Foreign Acquisition Agreements. The transfer of each Purchased Entity organized in, or of any other Purchased Assets or Purchased Company held as of the Closing by a Seller Entity organized in a jurisdiction in which local Laws require observance in, the jurisdictions set forth on Section 2.12 of specified formalities or procedures to legally effect a transfer of such Purchased Assets or Purchased Company 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 shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit D hereto, and each Foreign Acquisition Agreement for (other than the transfer of a Purchased Company Entity) shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto,1 excepthereto, 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, case except as Seller and Purchaser may otherwise agree, including for: (i) the deletion of provisions which are inapplicable to such Purchased Assets or Purchased CompanyEntity; (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 Assets or Purchased Company, as applicable, and Entity and/or country; providedprovided that, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets Entity or Purchased Company Asset and shall not have any significant effect on the value being received by Purchaser or its Affiliates or transferred given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement; provided. Unless otherwise agreed by Purchaser and Seller, further that the Foreign Acquisition Agreements for will be executed and delivered on the Closing Date and the transfer of Purchased Assets located in Japanthe assets and the interest set forth therein will be consummated on the Closing Date (and, Koreafor accounting and other economic purposes, Francesuch transfer of assets and interests (and assumption of liabilities) will be deemed effective as of the Closing Effective Time). For the avoidance of doubt, Macedonia Foreign Acquisition Agreements with respect to each Deferred Closing Country and Tunisia shall Deferred Retained Closing Country will not be substantially in all material respects in executed or delivered on the forms attached as Exhibits D-1 Closing Date, but will instead be executed and X-0, X-0, X-0, E-2 and E-3 hereto, respectivelydelivered at the applicable Deferred Closing or Deferred Retained Closing.

Foreign Acquisition Agreements. The transfer of any each Purchased Assets Asset or Purchased Company organized Assumed Liability in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such Purchased Assets Asset or Purchased Company Assumed Liability 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 Purchased Entity Shares and the Purchased Venture Interests) or Assumed Liabilities shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit D I hereto, and each Foreign Acquisition Agreement for the transfer of a Purchased Company Entity Shares or Purchased Venture Interests shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto,1 exceptJ hereto, in each case, except as Seller and Purchaser may otherwise mutually agree, including for: (ia) the deletion of provisions which are inapplicable to such Purchased Assets Asset or Purchased CompanyAssumed Liability; (iib) such changes as may be necessary to satisfy the requirements of applicable local Law; and (iiic) 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 Assets Company or Purchased Company, as applicable, and countryjurisdiction; provided, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets Asset or Purchased Company Assumed Liability and shall not have any significant effect impact on the value being received by Purchaser rights and obligations of the parties under this Agreement or its Affiliates or transferred by the Seller Entitiestiming of the Closing, including with respect to the allocation of assets and Liabilities as between themLiabilities, all of which shall be determined by this Agreement; provided, further that which shall control in the event of a conflict between the terms of this Agreement and any Foreign Acquisition Agreements for the transfer of Purchased Assets located in Japan, Korea, France, Macedonia and Tunisia shall be substantially in all material respects in the forms attached as Exhibits D-1 and X-0, X-0, X-0, E-2 and E-3 hereto, respectivelyAgreement.

Foreign Acquisition Agreements. The transfer of any each Purchased Assets or Purchased Company Entity organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect a transfer of such Purchased Assets or Purchased Company 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 the same form as the form of Foreign Acquisition Agreement attached as Exhibit D F hereto, and each Foreign Acquisition Agreement for the transfer of a Purchased Company Entity shall be in substantially the same form as the form of Foreign Acquisition Agreement attached as Exhibit E hereto,1 exceptG hereto, in each case, except as Seller and Purchaser may otherwise agree, including for: (ia) the deletion of provisions which are inapplicable to such Purchased Assets or Purchased Company; Entity, (iib) such changes as may be necessary to satisfy the requirements of applicable local Law; Law and (iiic) 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 Assets or Purchased Company, as applicable, Entity and country; provided, in each case case, that the Foreign Acquisition Agreements shall serve purely to effect the legal transfer of the applicable Purchased Assets or Purchased Company Entity and shall not have any significant effect on the value being received by Purchaser or its Affiliates or transferred given by the Seller Entities, including the allocation of assets and Liabilities as between them, all of which shall be determined by this Agreement; provided, further that the Foreign Acquisition Agreements for the transfer of Purchased Assets located in Japan, Korea, France, Macedonia and Tunisia shall be substantially in all material respects in the forms attached as Exhibits D-1 and X-0, X-0, X-0, E-2 and E-3 hereto, respectively.