Foreign Closings. The conditions to the obligations of the Asset Sellers and Share Sellers to consummate the transactions contemplated by the Foreign Acquisition Agreements involving Foreign Assets shall have been fulfilled (or waived by such Sellers) and the respective Asset Sellers, Share Seller and the respective Buyers shall have, concurrently with the Domestic Closing, consummated the transactions contemplated by such Foreign Acquisition Agreements.
Foreign Closings. Except as may be otherwise mutually agreed by the parties, to the extent that any closing of the sale and purchase of any of the Shares or any of the Related Assets and Liabilities is required to occur at a place outside of the United Kingdom (whether by reason of notarial deed or otherwise), such a closing (a "Foreign Closing") shall take place, and the executed closing documents shall be held in escrow by the agent mutually appointed by Seller and Purchaser, on or prior to the Closing (but not prior to the satisfaction of all of the conditions set forth in Article VII relating to such Foreign Closing and the conditions contained in the Foreign Agreements (as defined below)) at such times and places as may be agreed by Seller and Purchaser. The agent shall hold all such executed documents until such time as it is advised in a writing signed by Seller and Purchaser that the transactions contemplated hereby have been consummated or terminated. Upon consummation of the transactions contemplated hereby, the agent shall deliver to each party one fully executed set of the documents that were being held in escrow by the agent. If the transactions contemplated hereby are terminated, the agent shall deliver to each party the documents executed by such party that were held in escrow by the agent. In certain instances the sellers of certain of the Shares and the Related Assets and Liabilities will execute with Purchaser a separate acquisition agreement as may be required with respect to the Shares and the Related Assets and Liabilities (the "Foreign Agreements"). The Foreign Agreements are intended to serve only as the operative documents of transfer, and such Foreign Agreements do not alter, modify or amend in any way any of the terms or provisions of this Agreement, including, without limitation, terms and provisions relating to representations and warranties and indemnification. To the extent that any conflict exists between any of the terms of any of the Foreign Agreements and this Agreement, the terms of this Agreement shall control.
Foreign Closings. (a) Except as may be otherwise mutually agreed in writing by the parties, to the extent that any closing of the sale and purchase of any of the Shares of MIT, CVNL or CVD is required to occur at a place within the jurisdiction of MIT, CVNL or CVD (whether by reason of notarial deed or otherwise), such a closing (a "Foreign Closing") shall take place, and the executed closing documents shall be held in escrow by the agent mutually appointed by Seller and Purchaser, on or prior to the Closing (but not prior to the satisfaction or written waiver of all of the conditions set forth in Article VIII relating to such Foreign Closing and the conditions contained in the Foreign Agreements (as defined below)) at such times and places as may be agreed by Seller and Purchaser. The agent shall hold all such executed documents until such time as it is advised in a writing signed by Seller and Purchaser that the transactions contemplated hereby have been consummated or terminated. Simultaneously with the consummation of the transactions contemplated hereby, the agent shall deliver to each party one fully executed set of the documents that were being held in escrow by the agent. If the transactions contemplated hereby are terminated, the agent shall deliver to each party the documents executed by such party that were held in escrow by the agent.
Foreign Closings. All actions necessary to consummate the transactions to be contemplated by the Purchased Entity Purchase Agreements shall have been taken. 7.16
Foreign Closings. (i) Each Foreign Closing shall, upon the terms and subject to the conditions set forth in this Agreement and the applicable Foreign Exchange Agree-ment, if any, take place at such place as shall be mutually agreed to by the parties hereto and at such time that is the later of (A) the Initial Completion Date and (B) the second business day following the satisfaction or waiver of the condi-tions set forth in Sections 7.4 and 7.5 hereof applicable to such Foreign Exchange or at such other time as the parties hereto may agree (each such date, a "For-eign Closing Date"). Not-with-stand-ing the terms of --------------------- this Agree-ment or of any such For-eign Exchange Agree-ment, Du Pont shall be under no obli-gation to pur-chase any of the For-eign Protein Shares and Xxxxxxx shall be under no obliga-tion to exchange any such Shares prior to the Initial Comple-tion Date. It is contemplated that the Foreign Closing relating to the PTIBV Exchange will occur on the Ini-tial Completion Date and that most of the other Foreign Closings will occur on the first business day following the Initial Completion Date.
Foreign Closings. All actions necessary to consummate the transactions to be contemplated by the Purchased Entity Purchase Agreements shall have been taken.
Foreign Closings. Any conditions to the obligations of the parties to consummate the Acquisition contemplated by the Foreign Acquisition Agreements shall have been satisfied or waived.
Foreign Closings. Except as otherwise mutually agreed by the parties, to the extent that any closing of the sale and purchase of the Business is required to occur at a place within the jurisdiction of formation of a foreign Seller or Witco Surfactants (whether by reason of notarial deed or otherwise), such closing (a "Foreign Closing") shall take place, and the executed closing documents shall be held in escrow by the agent mutually appointed by the Buyer and Sellers, on or prior to the Closing (but not prior to the satisfaction of all of the conditions set forth in Article 9 relating to such Foreign Closing and the conditions contained in the Foreign Agreements (as defined below)) at such times and places as may be agreed to by Buyer and Sellers. The agent shall hold all such executed documents until such time as it is advised in a writing signed by Buyer and Sellers that the transactions contemplated hereby have been consummated or terminated. Upon consummation of the transactions contemplated hereby, the agent shall deliver to each party one fully executed set of the documents which were being held in escrow by the agent. If the transactions contemplated hereby are terminated, the agent shall deliver to each party the documents executed by such party which were held in escrow by the agent. It is understood and agreed that the foreign Sellers, or some of them, will execute with Buyer a separate acquisition agreement as may be required with respect to the Purchased Assets held in countries outside the United States and the Subsidiary Shares (the "Foreign Agreements"). It is further understood and agreed that the Foreign Agreements are intended to act only as the operative documents of transfer, and that such Foreign Agreements do not alter, modify or amend in any way any of the terms or provisions of this Agreement, including without limitation, terms and provisions relating to Assumed Liabilities, representations and warranties and indemnification. To the extent any conflict exists between any of the terms of the Foreign Agreements and this Agreement, the terms of this Agreement shall control.
Foreign Closings. To the extent contemplated by Section 4.2, the Foreign Closings shall have occurred in escrow.
Foreign Closings. 37 9.3 CONSENTS.............................................................37 9.4 NO MATERIAL ADVERSE EFFECT...........................................37 9.5 CONSULTING AND NON-COMPETITION AGREEMENTS............................37
