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 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.

Foreign Transfer Agreement and “Foreign Transfer Agreements” has the meaning set forth in Section 3.1(b), above.

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.
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.
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.

More Definitions of Foreign Transfer Agreement

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.

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.

Foreign Transfer Agreement has the meaning set forth in the Assignment Agreement.

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.

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.

Foreign Transfer Agreement has the meaning set forth under the Separation Agreement.

Foreign Transfer Agreement has the meaning set forth in Section 6.2(b).