Common use of Foreign Implementing Agreements Clause in Contracts

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. If, after the date of this Agreement, Seller Sellers and Buyer mutually agree or deem it advisable, or if otherwise necessary to consummate commemorate the transactions contemplated hereby, Seller Sellers 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 Telair U.S. 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 SubsidiariesSellers, on the one hand, and Buyer and its AffiliatesBuyer, 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, Sellers 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. If, after the date of this Agreementhereof, either Seller and or Buyer mutually agree reasonably determines or deem deems it advisable, or if otherwise necessary to consummate commemorate the transactions contemplated hereby, Seller and Buyer shall cause to be prepared and, prior to or on the Closing Date, and 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 of Foreign Subsidiaries or the Air Cargo GMS Assets and the assumption by Buyer or an Affiliate of Buyer of the Assumed Liabilities Liabilities, including those documents, agreements and instruments required by Law or otherwise customarily executed and delivered in order to consummate the transactions contemplated hereby with respect to the Foreign Subsidiaries and the UK Seller (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 the 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. If, after the date of this Agreementhereof, Seller and Buyer Buyer, acting in good faith, mutually agree or deem it advisable, or if otherwise necessary to consummate commemorate or complete the transactions contemplated hereby, Seller and Buyer shall cause to be prepared and, prior to or on the Closing Date, and executed by the applicable parties, any additional agreements or instruments implementing the transfer and conveyance to Buyer or an Affiliate of Buyer at as of the Effective Time Closing of the Shares of Foreign Subsidiaries or the Air Cargo Marine 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 the 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. If, after the date of this Agreementhereof, the Seller and the Buyer mutually agree or deem it advisable, or if otherwise necessary to consummate commemorate the transactions contemplated hereby, the Seller and the 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 the Buyer or an Affiliate of the Buyer at the Effective Time of the Shares or the Air Cargo Assets and the assumption by Buyer or an Affiliate of Buyer Equity Interests of the Assumed Liabilities Foreign Subsidiaries (the “Foreign Implementing Agreements”). The parties Parties agree that any Foreign Implementing Agreements shall not expand or limit the rights and obligations of the Seller and the Selling Subsidiaries, on the one hand, and the 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 the Seller or the Selling Subsidiaries, or the Buyer or its Affiliates that are not provided for in this Agreement. The parties 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 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 Parties agree and acknowledge that the terms of this Agreement shall control and that, if necessary, the parties Parties shall deliver such additional instruments as may be necessary to accomplish the foregoing.