German Transfer Deed definition
German Transfer Deed means the German law governed transfer deed executed in front of a German notary public effecting the in rem transfer of the shares in the German Subsidiary substantially in the form attached as Exhibit D.
German Transfer Deed means the local law transfer deed by which the sale and transfer of all the German Purchased Shares from German Seller to German Buyer pursuant to Section 2 shall be effected, substantially in the form attached hereto as Exhibit G.
German Transfer Deed has the meaning specified in Clause 2.2(e).
Examples of German Transfer Deed in a sentence
For the avoidance of doubt, the German Transfer Deed shall exclusively be governed by and construed in accordance with German Law.
The Parties understand and agree that the Holding Shares shall not be transferred by means of this Agreement, but rather by way of the German Transfer Deed governed by German law and to be notarized by a German notary public on the Closing Date.
More Definitions of German Transfer Deed
German Transfer Deed has the meaning set forth in Section 1.3(b)(iii).
German Transfer Deed means a transfer deed in respect of the transfer of the entire issued share capital in Corus Aluminium GmbH in the form to be agreed between the parties as soon as reasonably practicable following the date hereof;
German Transfer Deed has the meaning specified in Section 1.01(a)(a).
German Transfer Deed means the notarial share transfer deed relating to the transfer of all shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in GLI to the Buyer in a form to be agreed upon by the Parties.
German Transfer Deed shall have the meaning as defined in Section 5.3.1. Group Companies shall mean MP Germany, MP Inc., MP USA, MP France and MP Asia. Group Consolidated Financial Information shall have the meaning as defined in Section 5.2.5. Guarantee(s) shall have the meaning as defined in Section 14.1.1. HSR Act shall have the meaning as defined in Section 5.2.1. Indemnifiable Tax shall mean any Tax (i) payable by or imposed on any of the Group Companies (or any legal successor of any of the Group Companies) and relating to any Tax assessment period or portion thereof ending prior to the Effective Date, and (ii), in case of Taxes that are not assessed on an on-going basis in respect of Tax assessment periods but in respect of a specific taxable event (e.g., real estate transfer Tax), payable by or imposed on any of the Group Companies (or any legal successor of any of the Group Companies) and economically triggered prior to the Effective Date. ISRA shall have the meaning as defined in Section 5.2.2a). Leakage shall have the meaning as defined in Section 12.2.3. Leakage Claims shall have the meaning as defined in Section 12.2.7. Loss and Losses shall have the meaning as defined in Section 14.1.2. LS Amount shall have the meaning as defined in Section 6.8.2. LS Potential Tax Amount shall have the meaning as defined in Section 6.8.2. Merger Clearances shall have the meaning as defined in Section 5.2.1.
German Transfer Deed has the meaning set forth in Section 1.3(b)(iii). “GmbHG” means the German Act on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung). “Government Contract” means (i) any Contract of the Company or pursuant to which its properties are assets are bound to which any Governmental Entity is party or is otherwise bound and (ii) any Contract pursuant to which the Company participates in any program involving a Governmental Entity or is entitled to any right or benefit (including Tax subsidies) provided by any Governmental Entity. “Government Officials” has the meaning set forth in Section 2.24(b). “Governmental Entity” means any federal, national, supranational, state, provincial, local or similar government, governmental, regulatory, administrative or quasi-governmental authority, branch, office agency, commission or other body, or any court, tribunal, or arbitral or judicial body (including any grand jury), whether domestic or foreign. “Governmental Order” means any executive order, injunction, judgment, decree, writ, order or other requirement issued by any Governmental Entity, or pursuant to any binding arbitration, mediation or similar proceeding. “Hazardous Substances” means (i) those substances defined in or regulated under the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, and their state counterparts, as each may be amended from time to time, and all regulations thereunder; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any mixtures thereof; (iv) polychlorinated biphenyls, asbestos and radon; (v) any other pollutant or contaminant; and (vi) any substance, material or waste regulated by any Governmental Entity pursuant to any Environmental Law. “HMT” means Her Majesty’s Treasury. “ICC Rules” has the meaning set forth in Section 8.6. “Inbound License Agreement” means any agreement granting to the Company any license or other right in, any right to use or otherwise practice or exploit, or any covenant not to sue for infringement or misappropriation of, any Intellectual Property Right or Technology.
German Transfer Deed has the meaning specified in Section 1.01(a)(a).