Local Implementing Agreements definition

Local Implementing Agreements means the various Share transfer agreements, Purchased Asset transfer agreements and other agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designated Affiliates and the applicable Sellers for purposes of implementing the sale, transfer, conveyance, and assignment, as applicable, of the applicable Sellers’ right, title and interest in the Shares and the other Purchased Assets to, and the employment of the Business Employees consistent with Section 6.6 by, Purchaser and such Purchaser Designated Affiliates, and the assumption of the Assumed Liabilities, as the case may be, in the appropriate jurisdictions, prepared and executed in accordance with Section 6.14. The Parties agree that the Local Implementing Agreements shall not expand or limit the rights and obligations of the Parties or their Affiliates beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights, obligations or indemnities of the Parties or their Affiliates, that are not provided for in this Agreement. For clarity, the Indirect Transfers shall be effected pursuant to a Local Implementing Agreement.

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Local Implementing Agreements in Section 1.1 of the SAPA shall be understood to include the various share transfer agreements, Purchased Asset transfer agreements and other agreements and the schedules and exhibits thereto entered into by Seller Parent and its applicable Affiliates, on the one hand, and a Conveyed Subsidiary or Subsidiary thereof, on the other hand, in connection with the Seller Internal Restructurings and for purposes of implementing the eventual sale, transfer, conveyance, and assignment, as applicable, of the applicable Sellers’ right, title and interest in the Shares and the other Purchased Assets to, and the employment of the Business Employees consistent with Section 6.6 of the SAPA by, directly or indirectly through the transfer of the Shares or the equity interests of Subsidiaries of the Conveyed Subsidiaries, Purchaser and the Purchaser Designated Affiliates, and the assumption of the Assumed Liabilities, as the case may be, in the appropriate jurisdictions, and shall also include the global assignment and assumption agreement and the global ▇▇▇▇ of sale which shall be entered into, effective as of the Closing, by and between Seller Parent and Purchaser.

Local Implementing Agreements means the various transfer agreements and other agreements and the schedules and exhibits thereto to be entered into solely by the relevant Transferors and Transferees for the purposes of implementing the sale, transfer, conveyance, and assignment, as applicable, of the applicable Transferor’s right, title and interest in the Transferring Assets and Transferring Businesses to, [and the employment of the Consumer Healthcare Business employees by,] the relevant Transferee, and the assumption of the Assumed Consumer Healthcare Business Liabilities, as the case may be, in the Jurisdictions, prepared and executed in accordance with the terms of this Agreement, including but not limited to those agreements specified in each of Schedules 1 to 16, solely for the purposes of complying with local law in the Jurisdictions and not for any other purpose.

Examples of Local Implementing Agreements in a sentence

In the event of termination of this Agreement prior to the Closing pursuant to Section 9.1, the Parties shall, and shall cause their applicable Affiliates to, take all action necessary to terminate any Ancillary Agreements, including any Local Implementing Agreements, entered into as of or prior to such time.
Seller Parent and Purchaser shall cooperate in the preparation of such Local Implementing Agreements, which shall be prepared substantially in the form set forth in Exhibit A with only such changes as necessary to comply with applicable Law of such foreign jurisdictions.
To the extent of any schedules to any such Local Implementing Agreements, the Parties agree that such schedules shall be provided for convenience only and, as applicable, to satisfy requirements of applicable Law.
In the event of any conflict between the terms of such Local Implementing Agreements and this Agreement, Seller Parent and Purchaser agree and acknowledge that the terms of this Agreement shall control and that, if necessary, Seller Parent and Purchaser shall, and shall cause their respective Affiliates to, deliver such additional instruments as may be necessary to accomplish the foregoing.
As promptly as reasonably practicable after the date hereof, Seller Parent and Purchaser shall cause the Local Implementing Agreements to be prepared and, at or prior to the Closing Date, executed by the applicable Sellers and Purchaser Designated Affiliates.
Seller Parent and Purchaser agree that such Local Implementing Agreements shall not expand or limit the rights and obligations of the Sellers, on the one hand, and Purchaser and the Purchaser Designees, on the other hand, beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights or obligations of the Sellers, Purchaser or the Purchaser Designees that are not provided for in this Agreement.
Seller Parent and Purchaser agree that such Local Implementing Agreements shall not expand or limit the rights and obligations of the Sellers, on the one hand, and Purchaser and the Purchaser Designated Affiliates, on the other hand, beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights or obligations of the Sellers, Purchaser or the Purchaser Designated Affiliates that are not provided for in this Agreement.
As promptly as reasonably practicable after the date hereof, Seller Parent and Purchaser shall cause the Local Implementing Agreements to be prepared and, at or prior to the Closing Date, executed by the applicable Sellers and Purchaser Designees.

More Definitions of Local Implementing Agreements

Local Implementing Agreements means the various agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designees and certain of the Sellers for purposes of implementing the sale, transfer, conveyance, assignment and assumption, as applicable, of the Purchased Assets, the Assumed Liabilities and the Shares to Purchaser and such Purchaser Designees, as the case may be, by such Sellers and with such modifications as may be reasonably determined by Purchaser or Seller Parent to comply with local applicable Law, in the appropriate jurisdictions, substantially in the form set forth in Exhibit A hereto, in addition to any interim business agreement in a form to be agreed to by the Parties (each a "Interim Business Agreement").

Local Implementing Agreements means the various Share transfer agreements, Purchased Asset transfer agreements and other agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designated Affiliates and the applicable Sellers for purposes of implementing the sale, transfer, conveyance, and assignment, as applicable, of the applicable Sellers’ right, title and interest in the Shares and the other Purchased Assets to, and the employment of the Business Employees consistent with Section 6.6 by, Purchaser and such Purchaser Designated Affiliates, and the assumption of the Assumed Liabilities, as the case may be, in the appropriate jurisdictions, prepared and executed in accordance with Section 6.14 . The Parties agree that the Local Implementing Agreements shall not expand or limit the rights and obligations of the Parties or their Affiliates beyond those provided for in this Agreement, and that the Local Implementing Agreements shall not provide for any additional rights, obligations or indemnities of the Parties or their Affiliates, that are not provided for in this Agreement. For clarity, the Indirect Transfers shall be effected pursuant to a Local Implementing Agreement.

Local Implementing Agreements means, collectively, the Japan Implementing Agreement, the Spain Implementing Agreement, the Netherlands Implementing Agreement, the Germany Implementing Agreement, the UK Implementing Agreement, the France Implementing Agreement, the Belgium Implementing Agreement, the Portugal Implementing Agreement, the Guam Implementing Agreement, and such other agreements, documents or instruments as may be necessary or desirable to effect the sale, transfer and conveyance of the Purchased Assets, Assumed Liabilities and Shares separately from this Agreement in furtherance of the Laws of any relevant jurisdiction.

Local Implementing Agreements means the various agreements and the schedules and exhibits thereto to be entered into by Purchaser and the Purchaser Designated Affiliates and certain of the Sellers for purposes of implementing the sale, transfer, conveyance, assignment and assumption, as applicable, of the Purchased Assets, the Assumed Liabilities and the Shares to Purchaser and such Purchaser Designated Affiliates, as the case may be, by such Sellers and with such modifications as may be reasonably determined by Purchaser or Seller Parent to comply with local applicable Law, in the appropriate jurisdictions, substantially in the form set forth in Exhibit A.