Deferred Jurisdiction definition
Examples of Deferred Jurisdiction in a sentence
In the event of any Leakage from (and including) the Closing Date to (and including) the Deferred Closing Date, Seller shall, or shall cause the Selling Subsidiaries to, on demand, indemnify the Purchaser, by way of adjustment to the Deferred Jurisdiction Purchase Price, an amount in cash equal to such Leakage.
From and after the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, continue to use commercially reasonable efforts to effect the Closing for the Deferred Jurisdiction as provided pursuant to this Section 2.10(d) (the “Deferred Closing”).
At the Deferred Closing, the Purchaser shall pay the Deferred Jurisdiction Purchase Price.
There shall be no injunction or other Law issued by any court of competent jurisdiction or by any other Governmental Entity of competent jurisdiction enjoining or prohibiting the consummation of the Transactions with respect to such Deferred Jurisdiction.
The parties acknowledge that the transfer of the Newco Employees in the Deferred Jurisdictions (the “Deferred Newco Employees”) shall not occur until the applicable Deferred Closing for such Deferred Jurisdiction.
In connection with such Deferred Closing, the Purchaser or its applicable Subsidiary shall make offers of employment to the Deferred Newco Employees in accordance with the applicable terms and conditions of the Employee Matters Agreement, including Section 2.2(a) thereof, to become effective as of the applicable Deferred Closing with respect to such Deferred Jurisdiction.
The Ancillary Jurisdiction Approval in respect of the Deferred Jurisdiction or France, as applicable, shall have been obtained or completed.
As promptly as reasonably practicable after the end of each fiscal month after the Closing Date through to the applicable Termination Date for such Deferred Jurisdiction, the Seller shall submit to the Purchaser an unaudited statement of expenses of the Local Operations in each Deferred Jurisdiction, which shall include the expenses incurred for any Deferred Newco Employees (for each partial or whole fiscal month after the Closing Date, the “Monthly Financial Statement”).
In respect of the Disapplied Provisions, (A) the term “Business” shall be deemed to exclude the Deferred Business, (B) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in the Deferred Jurisdiction, (C) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in the Deferred Jurisdiction and (D) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in the Deferred Jurisdiction, in each case, as of the Closing.
Without limiting the foregoing, following the Closing, the Seller shall give written notice to the Purchaser no later than two Business Days prior to (A) the termination by the Seller or its Subsidiaries of any Newco Employees (as defined in the Employee Matters Agreement) in a Deferred Jurisdiction, or (B) the hiring by the Seller or its Subsidiaries of any individuals who become Newco Employees in a Deferred Jurisdiction upon the commencement of employment.