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 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.
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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.
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Examples of Foreign Implementing Agreements in a sentence

  • 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.

  • 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.

  • 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 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 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.

  • 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.

  • Each of the Purchaser Parties shall have been furnished with the documents referred to in Section 3.4 and any applicable 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 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.


More Definitions of Foreign Implementing Agreements

Foreign Implementing Agreements means the various agreements to be executed by certain of the Seller Corporations 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 Shares, Conveyed Assets and Assumed Liabilities of Conveyed Subsidiaries and Asset Selling Corporations located outside of the United States to the designated Affiliate of the Purchaser by such Seller Corporations.
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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).
Sample 1
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).
Sample 1
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.
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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.
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Related to Foreign Implementing Agreements

  • Project Implementing Entity’s Legislation means the Charter of the Municipal Development Fund established pursuant to Decree No. 118 of the Government of Georgia dated July 23, 2005, as amended to date.

  • Project Implementing Entity means a legal entity (other than the Recipient or the Guarantor): (a) that is responsible for implementing all or a part of the Project; and (b) which is a party to the Project Agreement. If the Bank enters into a Project Agreement with more than one such entity, “Project Implementing Entity” refers separately to each such entity.

  • Implementing Agencies means the United Nations Development Programme (UNDP), the United Nations Environment Programme (UNEP), and the World Bank in accordance with paragraph 22 of the Instrument.

  • Implementing Entity means the [Implementing Entity] that is the party to this Agreement and the recipient of the Grant;

  • Implementing Agency means the "Division of Waste Management."

  • Implementation Letter means the letter of even date herewith, from the Borrower to the Bank, containing the performance indicators for Project monitoring and evaluation;

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Implementing Regulation means this Regulation;

  • Intergovernmental Agreement means a contractual agreement between 1 or more governmental agencies, including, but not limited to, an interlocal agreement to jointly exercise any power, privilege, or authority that the agencies share in common and that each might exercise separately under the urban cooperation act of 1967, 1967 (Ex Sess) PA 7, MCL 124.501 to 124.512.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.

  • Tax Compliance Agreement means the Federal Tax Certificate, Tax Compliance Agreement, Arbitrage Agreement, or other written certification or agreement of the Issuer setting out representations and covenants for satisfying the post-issuance tax compliance requirements for the Tax-Exempt Bonds.

  • Implementing Authority means the Municipal Manager or his or her nominee, acting in terms of section 100 of the Local Government: Municipal Systems Act No. 32 of 2000.

  • Regulatory Services Agreement means the agreement between BSEF and the Regulatory Services Provider whereby the Regulatory Services Provider provides market surveillance and trade practice surveillance functions as well as other compliance related services to the SEF operated by BSEF.

  • Closing protection letter means an agreement by the division to indemnify a lender or owner or both for loss caused by a division closer’s theft of settlement funds or failure to comply with written closing instructions relating to title certificate coverage when agreed to by the division closer.

  • Implementing Partner or “IP” means [full name of Implementing Partner, followed by address].

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Development Agreements means all development, utility or similar agreements included in the Permitted Encumbrances.

  • Tax Regulatory Agreement means the Tax Regulatory Agreement, dated as of the date of initial issuance and delivery of the Bonds, among the Authority, the Borrower and the Trustee, and any amendments and supplements thereto.

  • Support Agreements has the meaning set forth in the Recitals.

  • CRD IV Implementing Measures means any regulatory capital rules or regulations or other requirements, which are applicable to the Issuer and which prescribe (alone or in conjunction with any other rules, regulations or other requirements) the requirements to be fulfilled by financial instruments for their inclusion in the regulatory capital of the Issuer (on a non-consolidated or consolidated basis) to the extent required by the CRD IV Directive or the CRR, including for the avoidance of doubt and without limitation any regulatory technical standards released from time to time by the European Banking Authority (or any successor or replacement thereof);

  • State implementation plan or “SIP” means the plan adopted by the state of Iowa and approved by the Administrator which provides for implementation, maintenance, and enforcement of such primary and secondary ambient air quality standards as they are adopted by the Administrator, pursuant to the Act.

  • Services Agreements means the Outsourcing Master Services Agreements between MBL and MGL dated November 15, 2007, and between the Non-Banking Holdco and MGL dated December 10, 2007, and any supplements or amendments thereto;

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances:

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Construction Agreements means agreements to which Tenant is a party for Construction Work, rehabilitation, alteration, repair, replacement or demolition performed pursuant to this Lease.