Foreign Implementing Agreements. As promptly as practicable after the date hereof, Pfizer and Purchaser shall cause the Foreign Implementing Agreements to be prepared and executed by their applicable Affiliates.
Foreign Implementing Agreements. If, after the date of this Agreement, Seller and Buyer mutually agree or deem it advisable, or if otherwise necessary to consummate the transactions contemplated hereby, Seller and Buyer shall cause to be prepared and, prior to or on the Closing Date, executed by the applicable parties, any additional agreements or instruments implementing the transfer and conveyance to Buyer or an Affiliate of Buyer at the Effective Time of the Shares or the Air Cargo Assets and the assumption by Buyer or an Affiliate of Buyer of the Assumed Liabilities (the “Foreign Implementing Agreements”). The parties agree that any Foreign Implementing Agreements shall not expand or limit the rights and obligations of Seller and the Selling Subsidiaries, on the one hand, and Buyer and its Affiliates, on the other hand, beyond those provided for in this Agreement, and that the Foreign Implementing Agreements shall not provide for any additional rights or obligations of Seller or Selling Subsidiaries, or Buyer or its Affiliates that are not provided for in this Agreement. The parties shall cooperate in the preparation of any such Foreign Implementing Agreements, which shall be prepared in a form suitable for use by the parties in such foreign jurisdiction. In the event of any conflict between the terms of any such Foreign Implementing Agreements and this Agreement, the parties agree and acknowledge that the terms of this Agreement shall control and that, if necessary, the parties shall deliver such additional instruments as may be necessary to accomplish the foregoing.
Foreign Implementing Agreements. As promptly as practicable after the Effective Date, EME and the Purchaser shall cause the Foreign Implementing Agreements, if any, to be prepared and executed by their applicable Affiliates.
Foreign Implementing Agreements. As promptly as reasonably practicable after the date hereof, Seller and Buyer shall cause the Foreign Implementing Agreements to be prepared by their respective applicable Affiliates in each jurisdiction in which Seller and Buyer agree that a Foreign Implementing Agreement is necessary or appropriate to consummate the transactions contemplated hereby. Seller and Buyer acknowledge and agree that the Foreign Implementing Agreements shall not expand or limit the rights and obligations of Seller and Buyer beyond those provided for in this Agreement, and that the Foreign Implementing Agreements shall not provide for any additional rights or obligations of Seller, Buyer or their respective applicable Affiliates that are not provided for in this Agreement. Seller and Buyer shall cooperate in the preparation of the Foreign Implementing Agreements and shall include such terms as necessary to comply with applicable Law of each applicable foreign jurisdiction. In the event of any conflict between the terms of the Foreign Implementing Agreements and this Agreement, Seller and Buyer acknowledge and agree that the terms of this Agreement shall control and that, if necessary, Seller and Buyer shall, and shall cause their respective Affiliates to, deliver such additional instruments as may be necessary to accomplish the foregoing.
Foreign Implementing Agreements. Promptly after the date hereof, Fox and Ainge shall cause the Direct Sales Sellers and Direct Sales Purchasers, respectively, to prepare and implement the Foreign Implementing Agreements. Fox and Ainge agree that such Foreign Implementing Agreements shall not expand or limit the rights and obligations of the Direct Sales Sellers, on the one hand, or the Direct Sales Purchasers, on the other hand, beyond those provided for Fox and Ainge, respectively, in this Agreement or Fox and Newco, respectively, in the Distribution Agreement, and that the Foreign Implementing Agreements shall not provide for any additional rights or obligations of the Direct Sales Parties that are not so provided for in this Agreement or the Distribution Agreement, except to the extent required to comply with applicable Law. Fox and Ainge shall cause the Direct Sales Sellers and the Direct Sales Purchasers, respectively, to cooperate in the preparation of such Foreign Implementing Agreements. In the event of any conflict between the terms of such Foreign Implementing Agreements and this Agreement or the Distribution Agreement, Fox and Ainge agree and acknowledge that the terms of this Agreement and the Distribution Agreement shall control and that, if necessary, Fox and Ainge shall cause the Direct Sales Sellers and the Direct Sales Purchasers, respectively, to deliver such additional instruments or make such arrangements as may be necessary to accomplish the foregoing.
Foreign Implementing Agreements. Exhibit C Transitional Services Agreement [See Schedules and Exhibits bound separately.] Exhibit D Transitional Intellectual Property License Agreement [See Schedules and Exhibits bound separately.] Exhibit E Pfizer Employee Separation Plan [See Schedules and Exhibits bound separately.] Exhibit F Release Agreement (Individual Termination) [See Schedules and Exhibits bound separately.] Exhibit G Release Agreement (Group Termination) [See Schedules and Exhibits bound separately.] Collective Bargaining Agreement [See Schedules and Exhibits bound separately.]
