Examples of Local Purchase Agreement in a sentence
The Seller (and in the case of any Local Purchase Agreement, the relevant Seller Affiliate) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or the operation of the Transferred Assets or the conduct of the Business requires such qualification.
Notwithstanding anything to the contrary herein, in any Local Purchase Agreement or in the Mexican Business Lease, any consideration paid by Buyer or any of its Affiliates to DuPont or any of its Affiliates pursuant to any Local Purchase Agreement or the Mexican Business Lease shall be deemed for all purposes to comprise part of, and not be in addition to, the Purchase Price payable hereunder.
The parties hereto waive compliance with the provisions of all bulk sales laws including, without limitation, the bulk transfer provisions of the Uniform Commercial Code (or equivalent thereof, if applicable) of any country, state or territory or any similar statute, if and to the extent applicable to the transactions contemplated by this Agreement or a Local Purchase Agreement.
The parties agree that Checkpoint shall be entitled to assert and enforce all rights that any Buyer Local Entity may have under any applicable Local Purchase Agreement and the actions of Checkpoint shall bind such Buyer Local Entity.
The Seller (and in the case of any Local Purchase Agreement, the relevant Seller Affiliate) is a legal entity duly organized, validly existing and (to the extent such concept is applicable in such jurisdiction) is in good standing under the laws of its respective jurisdiction of organization and has all requisite power and authority to own, lease and operate its assets (including any Transferred Assets) and to carry on the Business as currently conducted.
Purchasers shall assume and be responsible for no debts, obligations, or liabilities (whether liquidated, un-liquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise) of the Owners, past, present, or future, of any sort whatsoever, other than the Assumed Obligations, or as otherwise specifically set forth in this Agreement or in a Local Purchase Agreement.
Unless required by the Law of the applicable jurisdiction and as set forth in the Local Purchase Agreement for such jurisdiction, the Party responsible under applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other Party.
Any claims by a Seller Local Entity or Buyer Local Entity for breaches of representations and warranties arising from a particular Local Purchase Agreement shall be governed by and addressed in accordance with the provisions set forth in Section 1.06 and Article IV below.
Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall, or shall cause the applicable PMD Asset Buyer or PMD Share Buyer to, assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred PMD Companies) pursuant to an instrument of assumption in the form attached as Exhibit A hereto or the applicable Local Purchase Agreement, as the case may be.
Buyer and the Buyer Subs shall have performed and complied with all agreements, obligations, covenants (other than Section 5.36) and conditions required by this Agreement, or any Local Purchase Agreement or Related Agreement, to be performed or complied with by Buyer or any Buyer Sub on or prior to the Closing, except for such failures which in the aggregate are not reasonably likely to be adverse in any material respect to the Sale.