Foreign Implementing Agreements definition

Foreign Implementing Agreements shall have the meaning set forth in Section 5.9.

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Foreign Implementing Agreements means the various agreements to be executed by the Asset Selling Corporations and any Affiliates of the Purchaser after the date of this Agreement for the purpose of implementing the transfer and conveyance by the Asset Selling Corporations on the Closing Date, or as soon thereafter as can be effected, of Conveyed Assets and Assumed Liabilities to any Affiliate of Purchaser.

Foreign Implementing Agreements means the various agreements to be executed by the respective Sellers and Purchaser Parties after the Effective Date for the purpose of implementing the Contemplated Transactions on the Closing Date under any foreign Applicable Law.

Examples of Foreign Implementing Agreements in a sentence

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.
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.
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.
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.
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.
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 representations and warranties set forth in this Agreement, subject to the limitations set forth herein, shall be deemed to be incorporated by reference in the Foreign Implementing Agreements.
EME shall have been furnished with the documents referred to in Section 3.5 and any applicable Foreign Implementing Agreements.
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.
The parties agree that any Foreign Implementing Agreements shall not expand or limit the rights and obligations of Sellers, on the one hand, and Buyer, 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 Sellers or Buyer that are not provided for in this Agreement.

More Definitions of Foreign Implementing Agreements

Foreign Implementing Agreements means the various agreements to be executed by the Seller Corporations located outside of the United States of America after the date of this Agreement for the purpose of implementing the transfer and conveyance on the Closing Date, or as soon thereafter as can be effected, of Purchased Assets, Assumed Liabilities and the Shares to Purchaser or the designated Affiliate of Purchaser, as the case may be, by such Seller Corporations.

Foreign Implementing Agreements means the various agreements (and the schedules and exhibits thereto) to be entered into by Buyer, Seller or their respective applicable Affiliates for the purpose of implementing the sale, transfer, conveyance, assignment and assumption, as applicable, of the Purchased Assets and the Assumed Liabilities to Buyer and its applicable Affiliates by Seller and its applicable Affiliates, in the appropriate jurisdictions. FTC has the meaning set forth in Section 4.16(a).

Foreign Implementing Agreements means one or more short-form agreements to be entered into by one or more Sellers or Seller Subsidiaries for the purposes of implementing, confirming or perfecting the sale, transfer and conveyance to Purchaser of Acquired Assets, shares of Sold Subsidiaries or other assets of Sold Subsidiaries, in each case to the extent related to portions of the Acquired Business conducted outside the United States, in such form as may be requested by Purchaser, reasonably acceptable to Sellers and not inconsistent with the provisions of this Agreement or the other Transaction Documents.

Foreign Implementing Agreements means the various agreements and the schedules and exhibits thereto to be entered into by the Direct Sales Parties for the purpose of implementing the sale, transfer, conveyance, assignment and assumption, as applicable, of the Direct Sales Assets and, the Direct Sales Assumed Liabilities and the shares of the Direct Sales Entities (and their Subsidiaries) to the Direct Sales Purchasers, as the case may be, by such Direct Sales Asset Sellers and Direct Sales Entity Sellers, in the appropriate jurisdictions.

Foreign Implementing Agreements means those agreements referred to in Section 1.05(c)(v), (xiv), (xv), (xvi), (xvii), (xviii) and (xx), relating to France, Germany, Spain, China, Czech Republic and Canada, respectively, and such other agreements relating to other jurisdictions as may be required by Section 1.05(b)(xix) or Section 1.05(c)(xxiii).