Foreign Transfer Agreement definition

Foreign Transfer Agreement means the Canadian APA and any of the other agreements identified on Schedule 1.11 relating to the Separation outside of the United States.
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Foreign Transfer Agreement means the transfer agreement or other transfer documents between each applicable Assigning Subsidiary and the applicable Purchaser Affiliate in the form mutually agreed to between Purchaser and Seller for the transfer of Purchased Assets between the applicable Assigning Subsidiary and Purchaser Affiliate, containing such provisions as may be required or necessary under applicable law to transfer such Purchased Assets, including, without limitation, with regard to France, (i) an undertaking of the French entities that are Assigning Subsidiaries to make such disclosures and representations to Purchaser or such Purchaser Affiliate as Purchaser may identify for such purpose, as are required under French law, in particular Article L141-1 of the New Commercial Code, where the present Agreement is considered to constitute the sale of an activity or going concern ("cession de fonds de commerce") and (ii) escrow provisions for the purpose of Seller making a deposit required by Article L141-15 of the New Commercial Code where any opposition of the Purchase Price to the applicable Assigning Subsidiary in respect of the sale of assets belonging to one or more French Assigning Subsidiaries has been duly presented in accordance with the requirements of French law.
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Foreign Transfer Agreement has the meaning set forth in the Assignment Agreement.
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Examples of Foreign Transfer Agreement in a sentence

  • Seller and Buyer shall not, and shall cause their respective Affiliates not to, bring any claim for any cause of action under any Foreign Transfer Agreement.

  • With respect to Maintenance classification incumbents at various levels carry the qualifications required in the following trade areas: Must have a current 3rd Class Ontario Stationary Engineer's Certificate.

  • In the event of any irreconcilable conflict between this Agreement and the Separation Agreement, any Foreign Transfer Agreement, any other Ancillary Agreement or other agreement executed in connection herewith or therewith, the provisions of such other agreement shall prevail to the extent that they specifically address the subject matter of the conflict.

  • In the event of any conflicts between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects.

  • For the avoidance of doubt, (i) the Foreign Transfer Agreements shall not have any effect on the value being given or received by Seller or Buyer, including the allocation of assets and Liabilities as between them, all of which shall be determined solely in accordance with this Agreement and (i) in the event of any conflicts between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects.

  • The parties agree that, in the event of any conflict or inconsistency between the terms of this Agreement and any Foreign Transfer Agreement, the terms of this Agreement shall govern.

  • In the event of any irreconcilable conflict between this Agreement and the Separation Agreement, any Foreign Transfer Agreement, any other Ancillary Agreement (including Article III of the Assignment Agreement) or other agreement executed in connection herewith or therewith, the provisions of such other agreement shall prevail to the extent that they specifically address the subject matter of the conflict.

  • Seller and Buyer shall not, and shall cause their respective Affiliates not to, bring any claim for any cause of action under any Foreign Transfer Agreement, except that the parties thereto may bring any claim for any cause of action expressly provided for therein.

  • To the extent that the transfer of any Tality Asset or the assumption of any Tality Liability is expressly provided for by the terms of any other Ancillary Agreement or a Foreign Transfer Agreement, the terms of such other Ancillary Agreement or Foreign Transfer Agreement shall effect, and determine the manner of, the transfer or assumption.

  • Nothing contained in Section 2.1(a) or (b) shall impair any right of any Person to enforce the Separation Agreement, any Foreign Transfer Agreement or any Ancillary Agreement (including this Agreement), in each case in accordance with its terms.


More Definitions of Foreign Transfer Agreement

Foreign Transfer Agreement and “Foreign Transfer Agreements” has the meaning set forth in Section 3.1(b), above.
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Foreign Transfer Agreement means such agreements, powers of attorney, transfers, conveyances and other documents, in the form required pursuant to the relevant local Law and otherwise as may be agreed between Parent and the Purchaser between the date of this Agreement and the Closing, to implement the transfer of the Shares on the Closing.
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Foreign Transfer Agreement has the meaning set forth under the Separation Agreement.
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Foreign Transfer Agreement means any separate asset transfer and sale agreement, if necessary, to be entered into by the Company or any of the Foreign Subsidiaries, as applicable, and the Buyer or other Purchasing Company, as applicable, in such form and substance as may be reasonably required, to give effect to the transfer, assignment and sale of the applicable Foreign Assets, or the allocation of the Worldwide Purchase Price in accordance with Section 2.12 under the applicable laws in effect in the jurisdiction in which the relevant Foreign Assets are located. The terms of any Foreign Transfer Agreements shall be consistent with and governed by the terms of this Agreement.
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Foreign Transfer Agreement means any of the agreement identified on Schedule 1.8 relating to the transfer of certain Tality Assets and the assumption of certain Tality Liabilities in connection with the operation of the Tality Business outside of the United States.
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Foreign Transfer Agreement means the Canadian APA and any of the other agreements identified on SCHEDULE 1.11 relating to the Separation outside of the United States.
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Related to Foreign Transfer Agreement

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Technology Transfer Agreement has the meaning given in Section 2.2(a).

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Receivables Transfer Agreement means, collectively or individually, the Originator Receivables Transfer Agreement and the Master Trust Receivables Transfer Agreement, as the context may require.

  • Data Processing Agreement means the data processing agreement located at xxx.xxxxxx.xxx/[countrycode]/legal/dpa, where “[countrycode]” means the two-letter abbreviation for the country where your Stripe Account is located.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Combination Agreement has the meaning in the recitals hereto.

  • Clearing Agreement means Clearing, Settlement and Sponsorship Services Agreement by and between the Borrower and Fifth Third Bank dated as of July 27, 2016, as the same may be amended, modified, supplemented, restated, amended and restated or replaced from time to time.

  • Netting Agreement means a netting agreement, master netting agreement or other similar document having the same effect as a netting agreement or master netting agreement and, as applicable, any collateral annex, security agreement or other similar document related to any master netting agreement or Permitted Contract.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Licensing Agreement means a commercial agreement between a design approval holder and a production approval holder (or applicant) formalizing the rights and duties of both parties to use the design data for the purpose of manufacturing the product or article.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Transfer and Servicing Agreement means the Transfer and Servicing Agreement, dated as of the Closing Date, among the Issuer, the Depositor and Cellco as Servicer, Marketing Agent and Custodian, as amended, restated, supplemented or modified from time to time.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Reconstitution Agreement The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

  • Manufacturing Agreement has the meaning set forth in Section 4.3.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • Xxxxxx Agreement means that certain Contingent Stock Agreement, effective as of January 1, 1996, by The Xxxxx Company in favor of and for the benefit of the Holders (named in Schedule I thereto) and the Representatives (therein defined), as amended.