Local Acquisition Agreements. Any assumption of the Assumed Liabilities and any Transfer of the Transferred Assets and, where required by Applicable Law, the Covered Employees in each territory set forth on Schedule 2.01(b) (which schedule may be amended as mutually agreed by Seller and Purchaser based on the territories in which Transferred Assets and Covered Employees are located) (each, a “Covered Territory”) will be effected pursuant to short-form acquisition agreements (the “Local Acquisition Agreements”) on a Covered Territory-by-Covered Territory basis. Each Local Acquisition Agreement shall be in substantially the form attached as Exhibit A to this Agreement, except, in each case, for (i) the deletion of provisions as may be reasonably agreed by Seller and Purchaser which are inapplicable to a particular Covered Territory, (ii) such changes as may be reasonably agreed by Seller and Purchaser to be necessary or advisable to satisfy the requirements of applicable local law, (iii) such changes as may be reasonably agreed upon by Seller and Purchaser regarding employees and employee benefits matters in order to adapt such agreement to the particular circumstances of the relevant Covered Territory; provided that such changes shall be consistent with the principles underlying the corresponding provisions of this Agreement, the Employee Matters Agreement, the Real Estate Agreements and the IP Agreements; and (iv) such other changes as may be agreed upon be Seller and Purchaser. At the applicable Closing, each Party shall execute and deliver, or shall cause its Subsidiaries, as applicable, to execute and deliver, the Local Acquisition Agreements pertaining to each applicable Covered Territory.
Local Acquisition Agreements. The transfer of each Ardagh Purchased Entity and Exal Purchased Entity organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect the sale, transfer, conveyance, assignment, assumption or delivery of the equity or ownership interests of such Ardagh Purchased Entity or Exal Purchased Entity (or, if applicable, any such entity’s assets or liabilities) shall be effected pursuant to short-form acquisition agreements in form and substance reasonably acceptable to the Parties and in compliance with such requirements of applicable Law (the “Local Acquisition Agreements”). The Parties agree that the Local Acquisition Agreements (a) shall only contain provisions necessary to satisfy the requirements of applicable Law to effect, and make enforceable vis-à-vis third parties, the transfer of the legal and beneficial title to the applicable Ardagh Equity Interests or Exal Equity Interests, as applicable, and (b) shall not have any effect on the rights and obligations of the Parties with respect to the Transactions, all of which shall be determined by this Agreement. To the extent there is a conflict between any of the provisions of this Agreement and any Local Acquisition Agreement, the Parties acknowledge and agree that the provisions of this Agreement shall control and that, if necessary, Element and Ardagh shall, and shall cause their respective Affiliates to, deliver such additional instruments as may be necessary to accomplish the foregoing.
